Lake Victoria arranges gold loan, debenture financing

Executive Summary

• Lake Victoria Gold Ltd. has secured binding term sheets for two distinct financing facilities to support the development of its Imwelo gold project in Tanzania and near-term initiatives at the Tembo project.
• The company agreed to a gold loan facility with Monetary Metals & Co. valued at up to 6,000 ounces of gold (approximately $25 million USD), structured as a non-dilutive, project-level financing solution with repayment in gold ounces.
• Simultaneously, the company secured a fully committed $3 million non-brokered convertible debenture financing led by a long-term significant shareholder, providing immediate capital for development and working capital.

Key Details

• Monetary Metals Gold Loan Facility:
  • Size: Up to 6,000 ounces of gold (approximately $25 million USD equivalent).
  • Structure: Gold-denominated facility with repayment in gold ounces; aligns with future gold production from Imwelo.
  • Interest Rate: 15% per annum.
  • Term: Multiyear term with a structured amortization profile.
  • Equity Component: Includes 2.5 million warrants exercisable over a three-year term.
  • Exercise Price: Based on the 30-day VWAP of the company's shares at closing, subject to TSX Venture Exchange requirements.
  • Use of Proceeds: To support development of the Imwelo gold project.
  • Closing Timeline: Targeted within 60 to 90 days, subject to due diligence, definitive documentation, and regulatory approvals.
• Convertible Debenture Financing:
  • Size: Fully committed $3 million.
  • Structure: Non-brokered private placement of unsecured convertible debentures.
  • Lead Investor: A long-term significant shareholder.
  • Interest Rate: 5.0% per annum, payable semi-annually in cash.
  • Term: 36 months.
  • Ranking: Unsecured obligations, pari passu with other unsecured indebtedness, subordinate to secured debt.
  • Conversion Price: 31 cents per share.
  • Warrants: Investors receive warrants to purchase shares equal to 50% of the number of shares issuable upon conversion.
  • Warrant Exercise Price: 40 cents per share.
  • Warrant Term: 36 months.
  • Use of Proceeds: Accelerate development activities at Imwelo, advance near-term initiatives at Tembo, working capital, and general corporate purposes.
  • Insider Participation: Insiders may participate; exempt from formal valuation and minority shareholder approval requirements of MI 61-101 as the company is not listed on specified exchanges and fair market value of insider distribution will not exceed 25% of market capitalization.
  • Hold Period: All securities subject to a statutory hold period of four months and one day from issuance.
  • Regulatory Approval: Subject to TSX-V approval.
• Project Context:
  • Imwelo Project: Fully permitted gold project west of AngloGold Ashanti's Geita mine; has historical resource estimates and a 2021 prefeasibility study.
  • Tembo Project: 100% interest; over 50,000 metres of drilling; located adjacent to Barrick's Bulyanhulu mine.
  • Strategic Partnership: Taifa Group has entered an agreement for an equity stake and will conduct contract mining and civil works for Imwelo through its subsidiary Taifa Mining.

Notable Quotes

• Marc Cernovitch, CEO: "This financing allows us to immediately accelerate work programs on the ground at Imwelo and advance key initiatives across both Imwelo and Tembo without delay. With capital now in place, our focus is on execution -- progressing engineering, advancing site activities and moving Imwelo toward development."
• Simon Benstead, Executive Chairman & CFO: "This financing structure is designed to bridge near-term capital requirements with longer-term project funding. The combination of a gold-denominated facility with repayment in gold ounces and a fully committed convertible debenture provides funding certainty while minimizing dilution."
• Keith Weiner, CEO of Monetary Metals: "With the Imwelo gold project, we are deploying gold as productive capital. We believe that structuring financing in gold ounces aligns the interests of both parties and supports efficient project development."