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

Vancouver, British Columbia--(Newsfile Corp. - October 20, 2026) - Lake Victoria Gold Ltd. (TSXV: LVG) (OTCQB: LVGLF) (FSE: E1K) ("LVG" or the "Company") is pleased to announce that it has entered into a non-binding term sheet (the "Term Sheet") with an arm's length investor, HOB Energy FZCO ("HOB"), in respect of a strategic non-brokered private placement (the "HOB Investment") of 90,733,960 common shares (the "Shares") of the Company at a price of $0.30 per Share (the "Offering Price") for aggregate gross proceeds to the Company of $27,220,188. Concurrently with the HOB Investment, the Company is also pleased to announce a concurrent non-brokered private placement of up to 16,666,666 additional Shares at the Offering Price for aggregate gross proceeds to the Company of up to $5,000,000 (the "Shareholder Participation Offering" together with the HOB Investment, the "Transaction"), pursuant to which the Company will offer certain existing significant shareholders an opportunity to subscribe for Shares in order to maintain their pro rata ownership of the Company. The Transaction is expected to introduce a long-term strategic partner with multi-generational experience across the gold value chain and to fund the parallel advancement of the Company's fully permitted Imwelo Gold Project toward production and a substantially expanded exploration program at the Tembo Gold Project, following the recent maiden Mineral Resource Estimate at Tembo. Transaction Highlights Strategic anchor investor: HOB is wholly owned by Ozcan Halaç, whose family brings multi-generational experience across the gold value chain, including ownership and operation of one of the world's largest LBMA Good Delivery accredited gold refineries. Significant capital commitment: $27.2 million HOB Investment at $0.30 per Share, together with up to $5.0 million under the Shareholder Participation Offering. Parallel execution at Imwelo and Tembo: proceeds are expected to advance development of the fully permitted Imwelo Gold Project toward first gold production while funding a larger, sustained drilling program at Tembo to grow and upgrade the maiden Mineral Resource and test new targets. Technical and commercial partnership: a HOB-appointed Chief Operating Officer and a joint Technical Steering Committee add development, engineering, procurement and processing capability, with the Company's current senior management team remaining in place. Pro rata participation for significant shareholders: certain existing significant shareholders will have the opportunity to invest alongside HOB and maintain their ownership interests. Completion of the Transaction is expected to take place on or before November 30, 2026 (the "Outside Date"), subject to a number of conditions, including approval of the disinterested shareholders of the Company (which the Company intends to obtain via written consent), receipt of all regulatory and TSX Venture Exchange ("TSXV") approvals, completion of mutual due diligence investigations to the satisfaction of each of HOB and the Company, the absence of any material adverse changes in respect of HOB and the Company, and other customary conditions. There is no assurance of obtaining the requisite approvals and/or the completion of the Transaction. Assuming closing of the Transaction, proceeds from the Transaction are expected to be used to advance development of the Company's fully permitted Imwelo Gold Project toward production, to fund an expanded exploration and resource drilling program at the Tembo Gold Project, and for general corporate and working capital purposes. All securities issued under the Transaction will be subject to a hold period of four months and a day in Canada from the completion of the Transaction in accordance with the rules and policies of the TSXV and applicable Canadian securities laws and/or such other further restrictions as may apply under foreign securities laws. Management Commentary Marc Cernovitch, President and CEO of Lake Victoria Gold, commented: "We are delighted to welcome Ozcan Halaç and HOB as a long-term strategic partner. The Halaç family's multi-generational experience across the gold value chain brings far more than capital to LVG. The recent maiden Mineral Resource Estimate at Tembo provides the foundation for a much larger exploration effort. We see clear opportunities to expand our existing deposits, and we have a deep pipeline of additional targets that warrant systematic testing. Subject to closing, this financing would allow us to pursue a substantially larger, sustained drilling program focused on growing and upgrading the resource while testing new targets." "Equally important, this capital is expected to accelerate our work at Imwelo as we advance the fully permitted project toward first gold production. At Tembo, the proposed toll milling arrangement with Nyati Resources provides a potential pathway to early gold production alongside the expanded exploration program. Moving forward on Imwelo development and a more ambitious Tembo exploration program in parallel is what makes this proposed investment so significant for Lake Victoria Gold." Simon Benstead, Executive Chairman and CFO of Lake Victoria Gold, commented: "The scale of this proposed investment would meaningfully strengthen our ability to execute LVG's strategy. This is not simply a financing: it pairs substantial development and exploration capital with HOB's gold-sector experience and its technical and commercial capabilities. That combination would allow us to advance Imwelo's path to production while investing more decisively in resource growth at Tembo." "We also value the opportunity for certain existing significant shareholders to participate alongside HOB and maintain their pro rata ownership. With the required approvals and other closing conditions still ahead, our focus is on completing the Transaction and, on closing, deploying the capital in a disciplined manner across both projects." About HOB HOB is a registered company in Dubai, United Arab Emirates, and is 100% owned by Ozcan Halaç ("Halaç"). The Halaç family is one of the prominent families in Türkiye's gold industry and has been active in the sector for several generations. Over the years, the family has pioneered a number of significant developments in the Turkish gold market and has built an integrated presence across precious-metals refining, trading and related businesses. The family owns and operates one of the world's largest gold refineries by refining capacity, which is accredited to the LBMA Good Delivery List. This longstanding experience has provided the Halaç family with substantial operational, commercial, compliance and financial expertise across the gold value chain. The family's experience in the gold sector has also expanded into mining and natural-resources investments. Through HOB and other affiliated businesses, the Halaç family has developed dedicated technical and management capabilities covering mineral exploration, project evaluation, mine development, processing, engineering, procurement and project finance. The group has established multidisciplinary teams with experience across geological, mining, metallurgical, financial, legal and operational matters, and currently holds interests in mineral concessions in several jurisdictions. Against this background, the HOB Investment represents a strategic extension of the Halaç family's existing activities in the gold sector. In addition to providing long-term capital, Halaç expects to contribute technical expertise, project-development capability, procurement and processing knowledge, financial discipline and access to its broader international gold-industry network. Halaç therefore views the investment not merely as a financial investment, but as a long-term strategic partnership aimed at supporting the development of LVG's Tanzanian assets and their progression toward sustainable commercial production. HOB Investment Transaction Terms Pursuant to the Term Sheet, HOB and the Company will enter into a subscription agreement (the "Subscription Agreement") to purchase 90,733,960 Shares at a price of $0.30 per Share for aggregate gross proceeds to the Company of $27,220,188. In connection with the Subscription Agreement, HOB and the Company also intend to enter into an investor rights agreement (the "Investor Rights Agreement") pursuant to which HOB will have a customary pre-emptive right to participate in future equity issuances of the Company, on terms no less favourable than those offered to any other person, as long as HOB holds at least 10% of the issued and outstanding Shares on a non-diluted basis. HOB will also have the right to appoint up to three members of the Company's reconstituted seven-member board of directors (the "Board"). HOB will have the right to appoint three directors as long as it holds 20% or more of the Company's issued and outstanding Shares on a non-diluted basis, or two directors as long as it holds at least 10% but less than 20%. These appointment rights will terminate if HOB's ownership falls below 10%. As long as HOB holds 20% or more of the Company's issued and outstanding Shares on a non-diluted basis, certain significant corporate decisions, designated as "Reserved Matters," will be subject to certain approval requirements under the Investor Rights Agreement. These Reserved Matters will include specified matters relating to corporate financing, governance, capital allocation, material transactions and senior management appointments. The definitive Investor Rights Agreement will set out the applicable approval requirements. Under the Investor Rights Agreement, the Company's existing senior management team will remain in place. HOB will have the right to appoint a Chief Operating Officer ("COO"), who will report directly to the Company's Chief Executive Officer. The parties will also establish a Technical Steering Committee ("TSC"), comprising two representatives nominated by LVG and two representatives nominated by HOB, with the committee chaired by a HOB nominee (with a casting vote subject to an independent expert consultation procedure for deadlocks). The TSC will provide additional technical and operational expertise and recommendations to the Board in connection with the development, construction and operation of the Company's projects, including significant technical, engineering, operational and procurement matters. The definitive Investor Rights Agreement will establish the committee's governance and decision-making procedures. Upon completion of the Transaction (assuming completion of the Shareholder Participation Offering in full), HOB will own approximately 29.17% of the issued and outstanding Shares on a non-diluted basis and 25.00% of the outstanding Shares on a fully-diluted basis (assuming the vesting and exercise of all of the outstanding common share purchase warrants, stock options, and restricted share units of the Company). As such, it is expected that HOB will become a Control Person (as such term is defined under the policies of the TSXV) of the Company, and as such, the HOB Investment is subject to the approval of the shareholders of the Company. The Company is planning to obtain disinterested shareholder approval of a new Control Person by way of written consent, and this written consent will be required from holders of more than 50 percent of the issued and outstanding Shares of the Company, excluding Shares held by HOB or any of its Associates, Affiliates, and Non-Arm's Length Parties (as such terms defined under the policies of the TSXV). No finder's fees will be payable in connection with the HOB Investment. Shareholder Participation Offering In connection with the HOB Investment, as agreed to by HOB, the Company is also pleased to announce the Shareholder Participation Offering, pursuant to which the Company will issue up to 16,666,666 additional Shares at the Offering Price for aggregate gross proceeds to the Company of up to $5,000,000, pursuant to which the Company will offer certain existing significant shareholders an opportunity to subscribe for Shares in order to maintain their pro rata ownership of the Company. It is anticipated that certain subscribers under the Shareholder Participation Offering will be insiders of the Company. The issuance of Shares to insiders of the Company pursuant to the Shareholder Participation Offering will be considered related party transactions within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). For the Shareholder Participation Offering, the Company intends to rely on the exemption from the formal valuation requirements contained in Section 5.5(a) of MI 61-101 and the exemption from the minority shareholder requirements contained in 5.7(1)(a) of MI 61-101, as neither the fair market value of any securities issued to or the consideration paid by such insiders will exceed 25% of the Company's market capitalization. Closing of the Shareholder Participation Offering is subject to customary closing conditions, including receipt of all required regulatory approvals, the availability of prospectus exemptions and approvals of the TSXV. The Company may pay finder's fees in connection with the Shareholder Participation Offering. Any securities to be issued under the Shareholder Participation Offering will be subject to a hold period of four months and a day in Canada from the closing date of the Shareholder Participation Offering in accordance with the rules and policies of the TSXV and applicable Canadian securities laws and/or such other further restrictions as may apply under foreign securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. Cautionary Note Regarding Production Decisions The Company's plans to advance the Imwelo Gold Project toward production, and to pursue early production at the Tembo Gold Project through the proposed toll milling arrangement with Nyati Resources (T) Limited ("Nyati"), are not based on a feasibility study of Mineral Reserves demonstrating economic and technical viability prepared in accordance with NI 43-101, and there are no current Mineral Reserves at either project. As a result, there is increased uncertainty and there are multiple technical and economic risks of failure. Historical technical studies on Imwelo were prepared under the JORC Code (2012) as a foreign code, have not been verified by a Qualified Person and are not being treated as current. Mineral Resources at Tembo are not Mineral Reserves and do not have demonstrated economic viability. The Nyati arrangement remains subject to the negotiation and execution of a definitive agreement. There is no certainty that either project will be placed into production. About Lake Victoria Gold: Lake Victoria Gold is a rapidly growing gold exploration and development company listed on the TSX Venture Exchange under the symbol LVG. Leveraging our unique position and experience, the Company is principally focused on growth and consolidation in the highly prolific and prospective Lake Victoria Goldfield in Tanzania. The Company has a 100% interest in the Tembo project which has over fifty thousand meters of drilling and is located adjacent to Barrick's Bulyanhulu Mine. The Company also holds a 100% interest in the Imwelo Project which is a fully permitted gold project west of AngloGold Ashanti's Geita Gold Mine. With historical resource estimates and a JORC Compliant 2021 pre-feasibility study, the project is fully permitted for mine construction and production, positioning it as a near-term development opportunity. LVG has assembled a highly experienced team with a track record of developing, financing, and operating mining projects in Africa with management, directors and partners owning more than 60% of the shares. Notably, the Company is grateful for the validation that comes with the support and equity investment from Barrick and strategic partnership with Taifa Group. Taifa Group (a diverse group of companies with interests in amongst others, Mining, Telecoms, Oil & Gas, Agri Business, Pharmaceuticals and Leather) has entered into an agreement with the Company to obtain an equity stake in the Company and through its wholly owned subsidiary Taifa Mining (a wholly Tanzanian owned company), or other nominees. Taifa Mining will also conduct all the contract mining and civil works for the Imwelo project. Taifa Mining is Tanzania's largest mining contractor with over 30 years mining related experience. Taifa have been the contractor of choice to most mines in Tanzania and have maintained long and successful relationships with companies such as Petra, De Beers, Barrick, and AngloGold Ashanti. In addition, Taifa also owns the largest fleet of mining equipment in Tanzania. As a company, Taifa is committed to adopting and adhering to the latest internationally recognized standards throughout all aspects of its business. On Behalf of the Board of Directors of the Company, Simon Benstead Executive Chairman & CFO Phone: +1 604-685-9316 Email: [email protected] For more information please contact:        Simon Benstead Executive Chairman & CFO Phone:+ 1 604-685-9316 Email: [email protected] Marc Cernovitch  CEO & Director Phone: +1 604-685-9316  Email: [email protected]   NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This news release includes certain "forward-looking information" within the meaning of applicable Canadian securities legislation, including, without limitation: the terms and completion of the Transaction; the advancement of the Company's projects; exploration and development plans of the Company; the use of proceeds; the advancement of the Imwelo Gold Project toward production; the proposed toll milling arrangement with Nyati and potential early production at Tembo; the planned expanded exploration program at Tembo; the expected contributions of HOB; and the receipt of required regulatory approvals including TSXV approval. All statements in this news release that address events or developments that the Company expects to occur in the future are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, although not always, identified by words such as "expect", "plan", "anticipate", "project", "target", "potential", "schedule", "forecast", "budget", "estimate", "intend" or "believe" and similar expressions or their negative connotations, or that events or conditions "will", "would", "may", "could", "should" or "might" occur. All such forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. Forward-looking statements necessarily involve assumptions, risks and uncertainties, certain of which are beyond LVG's control, including risks associated with or related to: the completion of the Transaction on the terms described or at all; receipt of all required regulatory approvals including TSXV approval; the risk that the toll milling arrangement with Nyati is not completed on the terms described or at all; the risk that any production decision would not be based on a feasibility study of Mineral Reserves demonstrating economic and technical viability; the availability of financing; the volatility of metal prices and LVG's common shares; actual exploration or development plans and costs differing materially from the Company's estimates; and other risks disclosed in the Company's public filings. LVG's forward-looking statements are based on the opinions and estimates of management and reflect their current expectations regarding future events and operating performance and speak only as of the date hereof. LVG does not assume any obligation to update forward-looking statements except as required by applicable law. There can be no assurance that forward-looking statements will prove to be accurate, and actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements. Accordingly, no assurance can be given that any events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what benefits or liabilities LVG will derive therefrom. Undue reliance should not be placed on forward-looking statements. 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