Lake Victoria Gold Announces up to $32.2 Million Strategic Financing to Advance Imwelo and Tembo

Lake Victoria Gold Ltd. (LVG) has signed a non-binding term sheet with HOB Energy FZCO ("HOB"), a company wholly owned by Ozcan Halaç, for a strategic non-brokered private placement. The transaction involves the issuance of 90,733,960 shares at $0.30 each, raising $27,220,188 in gross proceeds. Concurrently, a Shareholder Participation Offering of up to 16,666,666 shares at $0.30 is available to existing significant holders, allowing them to defend their pro-rata ownership for up to $5,000,000. The total transaction value is up to $32,220,188.

If the transaction closes in full, HOB would own approximately 29.17% non-diluted and 25.00% fully-diluted, becoming a Control Person. This status triggers a requirement for disinterested-shareholder approval, which LVG intends to seek via written consent from more than 50% of votes cast, excluding those held by HOB. Under the proposed governance structure, HOB may appoint three members to a reconstituted seven-member board if it holds at least 20% of shares, or two members if it holds between 10% and 20%. Additionally, HOB would appoint a Chief Operating Officer reporting to the CEO, and establish a Technical Steering Committee comprising two LVG representatives and two HOB representatives, chaired by HOB with a casting vote. HOB would retain pre-emptive rights while holding at least 10% of shares and hold approval rights over "Reserved Matters" at the 20% threshold. Existing senior management will remain in place.

The proceeds will be used to advance the fully permitted Imwelo project toward first gold production and to fund a larger, sustained drilling program at Tembo following its maiden resource announcement, alongside general corporate and working capital needs. Closing is targeted for on or before November 30, 2026, subject to disinterested-shareholder consent, TSXV and regulatory approvals, satisfactory mutual due diligence, and the absence of a material adverse change. There are no finder's fees on the HOB tranche, though fees may apply to the participation tranche. All securities carry a four-month-and-a-day hold period. The company explicitly stated that this is a plan rather than a completed deal, noting there is no assurance of obtaining the requisite approvals or completing the transaction.

Lake Victoria Gold Ltd. (LVG) announced a strategic financing and control-change transaction involving a first-time investment by the Halaç family, who own and operate one of the world’s largest LBMA Good Delivery accredited gold refineries with a multi-generational Turkish gold-industry pedigree. The deal involves up to approximately $32.2 million in gross proceeds against a pre-deal market capitalization of roughly C$69 million, representing approximately 47% of the company’s market cap. The transaction creates a Control Person holding approximately 29% non-diluted shares and introduces governance changes, including board seats, a Chief Operating Officer appointment, and a Head of Business (HOB)-chaired technical committee with reserved matters.

The term sheet is non-binding and conditional, with an outside date of November 30, 2026. Outstanding requirements include due diligence, disinterested-shareholder consent, and TSXV approval. The issue price of $0.30 sits approximately 14% below the C$0.35 close on October 19, 2026, and below the C$0.39 52-week high recorded two days earlier. This capital is being raised at a discount to a market that has experienced a move of more than 2x from the $0.17 base.

The financing addresses immediate liquidity needs flagged in the most recent MD&A for Q1 2026, which cited a going-concern material uncertainty, a working-capital deficit of $807,393, and cash reserves of only $702,211. Lake Victoria Gold has engaged in serial financing throughout the year, including a $4.165 million convertible debenture program (5%, $0.30 conversion, $0.40 warrants), a $2 million placement at $0.175 in October 2025, 2024 debentures converting at $0.18, and a pending approximately US$25 million Monetary Metals gold loan. This $32.2 million raise is significantly larger than prior transactions and would, if closed, fund both the Imwelo and Tembo projects in parallel for the first time.

Proceeds are designated for expected uses, but no construction decision, definitive Nyati toll-milling agreement, NI 43-101 feasibility study, or Mineral Reserves have been established at either project. Management explicitly stated that no such studies or reserves exist.

Lake Victoria Gold Ltd. is a TSX-V junior focused on consolidation in Tanzania's Lake Victoria Goldfield, specifically within the Geita District and Mwanza region. Management, directors, and partners reportedly hold more than 60% of the company's shares.

The company’s flagship asset is the 100%-owned Imwelo project, a fully permitted gold deposit located approximately 12 km west of AngloGold Ashanti's Geita mine. Held via a subsidiary under Mining Licence ML 538/2015, Imwelo is the near-term development priority. The project is supported by a JORC-compliant PEA/PFS from 2021, though there is no NI 43-101 feasibility study and no Mineral Reserves. Investor-presentation economics indicate a capital expenditure of approximately US$15.03M, an all-in sustaining cost (AISC) of roughly US$1,500/oz, and initial production of approximately 12,000 oz/yr, ramping to approximately 24,000 oz/yr by Year 3. Area C open cut operations are expected to support more than 18 months of production. Metallurgy has been confirmed as free-milling with approximately 96–97% recovery. Site works include completed sterilization drilling, geotechnical and specific-gravity studies, ongoing Phase 1 earthworks and access-road repairs, and a substantially complete build-once camp.

The company also owns the Tembo asset, a 100%-owned property covering approximately 34 km² adjacent to Barrick's Bulyanhulu mine. The site has seen more than 50,000 m of drilling and hosts a maiden NI 43-101 resource effective May 29, 2026, comprising approximately 99,700 oz Indicated and approximately 480,100 oz Inferred at a 0.25 g/t cutoff, along with a higher-grade core. Ngula 1 is the current focus. A proposed 500 tpd toll-milling arrangement with Nyati Resources represents a capital-light early-production pathway, though this remains non-definitive.

Regarding analyst coverage, Atrium Research reinstated a BUY rating with a $0.50 target in a news item dated February 5, 2026. Atrium was separately engaged for research and interviews in November 2025. This represents a single firm's view rather than a consensus, as there is no multi-analyst target range in the provided materials. No royalty or royalty-free status for Imwelo or Tembo is disclosed in the materials provided.