Lake Victoria Gold : Q1 – 2024 Financial Statements

LAKE VICTORIA GOLD LTD.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED

MARCH 31, 2024

(Unaudited - Expressed in Canadian Dollars)

NOTICE OF NO AUDITOR REVIEW OF

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

In accordance with National Instrument 51-102 Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of these condensed consolidated interim financial statements they must be accompanied by a notice indicating that the condensed consolidated interim financial statements have not been reviewed by an auditor.

The accompanying unaudited condensed consolidated interim financial statements of the Company have been prepared by and are the responsibility of the Company's management.

The Company's auditors have not performed a review of these condensed consolidated interim financial statements in accordance with the standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity's auditor.

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LAKE VICTORIA GOLD LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION (Unaudited - Expressed in Canadian Dollars)

_____________________________________________________________________________________________

		March 31,	December 31,
	Notes	2024	2023
		$	$
ASSETS
Current assets
Cash		44,673	627,109
GST receivable		68,085	67,594
Prepaid expenses		243,548	222,451
Total current assets		356,306	917,154
Non-current assets
Plant and equipment	5	160,483	158,384
Exploration and evaluation assets	6	6,016,978	5,666,160
Deposits	7	841,668	691,541
Total non-current assets		7,019,129	6,516,085
TOTAL ASSETS		7,375,435	7,433,239
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities	11	864,246	737,718
Advances payable	8	194,890	44,000
Interest payable	9	60,802	48,992
Total current liabilities		1,119,938	830,710
Non-current liabilities
Promissory note payable	9	353,655	345,199
TOTAL LIABILITIES		1,473,593	1,175,909
SHAREHOLDERS' EQUITY
Share capital	10	45,348,326	45,258,326
Share subscriptions received	6(b)(ii)	2,227,069	2,227,069
Share-based payments reserve		16,601,666	15,455,171
Foreign currency translation reserve		6,247,525	6,101,764
Deficit		(64,522,744)	(62,785,000)
TOTAL SHAREHOLDERS' EQUITY		5,901,842	6,257,330
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		7,375,435	7,433,239
Nature of Operations and Going Concern - See Note 1
Events after the Reporting Period - See Note 15

These condensed consolidated interim financial statements were approved for issue by the Board of Directors on May 29, 2024 and are signed on its behalf by:

/s/ Marc Cernovitch	/s/ Simon Benstead
Marc Cernovitch	Simon Benstead
Director	Director

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

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LAKE VICTORIA GOLD LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited - Expressed in Canadian Dollars)

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		Three Months Ended
		March 31,
	Note	2024	2023
		$	$
Expenses
Accounting and administration	11(c)	24,902	24,022
Audit		27,250	34,726
Corporate development		11,477	3,125
Depreciation	5	6,480	7,163
Executive management compensation	11(a)	187,476	147,945
Interest expense	9	10,561	7,170
Legal		20,252	17,304
Office		25,079	10,665
Professional fees		110,680	110,318
Regulatory		7,150	6,674
Rent and housing		10,591	27,104
Share-based compensation	10(c)	1,236,495	7,435
Shareholder costs		2,364	2,500
Transfer agent		4,878	1,275
Travel		45,040	16,631
Website updating and maintenance		15,000	15,000
		1,745,675	439,057
Loss before other items		(1,745,675)	(439,057)
Other items
Interest income		1,865	392
Foreign exchange		6,066	(367)
		7,931	25
Net loss for the period		(1,737,744)	(439,032)
Other comprehensive income (loss)
Change in currency translation of foreign subsidiary		145,761	(5,181)
Comprehensive loss for the period		(1,591,983)	(442,213)
Basic and diluted loss per common share		$(0.02)	$(0.00)
Weighted average number of common shares outstanding		105,847,012	101,771,345

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

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LAKE VICTORIA GOLD LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(Unaudited - Expressed in Canadian Dollars)

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			Three Months Ended March 31, 2024
	Share Capital			Foreign
			Share-Based	Share	Currency		Total
	Number of		Payments	Subscriptions	Translation		Shareholders'
	Shares	Amount	Reserve	Received	Reserve	Deficit	Equity
		$	$	$	$	$	$
Balance at December 31, 2023	105,380,345	45,258,326	15,455,171	2,227,069	6,101,764	(62,785,000)	6,257,330
Common shares issued for:
- exercise of RSUs	500,000	90,000	-	-	-	-	90,000
Transfer on exercise of RSUs	-		(90,000)	-	-	-	(90,000)
Share-based compensation - RSUs	-	-	1,236,495	-	-	-	1,236,495
Currency translation adjustment	-	-	-	-	145,761	-	145,761
Net loss for the period	-	-	-	-	-	(1,737,744)	(1,737,744)
Balance at March 31, 2024	105,880,345	45,348,326	16,601,666	2,227,069	6,247,525	(64,522,744)	5,901,842

			Three Months Ended March 31, 2023
	Share Capital		Foreign
			Share-Based	Currency		Total
	Number of		Payments	Translation		Shareholders'
	Shares	Amount	Reserve	Reserve	Deficit	Equity
		$	$	$	$	$
Balance at December 31, 2022	101,771,345	44,034,856	15,617,035	6,258,421	(59,844,909)	6,065,403
Share-based compensation - options	-	-	7,435	-	-	7,435
Currency translation adjustment	-	-	-	(5,181)	-	(5,181)
Net loss for the period	-	-	-	-	(439,032)	(439,032)
Balance at March 31, 2023	101,771,345	44,034,856	15,624,470	6,253,240	(60,283,941)	5,628,625

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

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LAKE VICTORIA GOLD LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS (Unaudited - Expressed in Canadian Dollars)

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	Three Months Ended
	March 31
	2024	2023
	$	$
Operating activities
Net loss for the period	(1,737,744)	(439,032)
Adjustments for:
Depreciation	6,480	7,163
Share-based compensation	1,236,495	7,435
Changes in non-cash working capital items:
GST receivable	(491)	5,457
Prepaid expenses and deposits	(16,434)	(158,326)
Accounts payable and accrued liabilities	134,979	(494,884)
Interest payable	10,561	7,170
Net cash used in by operating activities	(366,154)	(1,065,017)
Investing activities
Expenditures on exploration and evaluation assets	(230,868)	(98,492)
Deposits	(133,186)	(270,660)
Additions to plant and equipment	(4,708)	(13,684)
Net cash used in investing activities	(368,762)	(382,836)
Financing activity
Advances received	150,890	-
Net cash provided by financing activity	150,890	-
Effect of exchange rate changes on cash	1,590	(3,056)
Net change in cash	(582,436)	(1,450,909)
Cash at beginning of period	627,109	2,255,550
Cash at end of period	44,673	804,641

Supplemental cash flow information - See Note 13

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

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LAKE VICTORIA GOLD LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2024

(Unaudited - Expressed in Canadian Dollars)

_____________________________________________________________________________________________

1. Nature of Operations and Going Concern
   The Company is a public company incorporated on March 3, 1937 pursuant to the laws of the Province of Ontario, Canada and continued into British Columbia on October 14, 2020. On December 21, 2023 the Company changed its name from Tembo Gold Corp. to Lake Victoria Gold Ltd. The Company's common shares are listed and trade on the TSX Venture Exchange ("TSXV") under the new symbol "LVG", the OTCQB under the new symbol "LVGLF" and the Frankfurt Exchange under the symbol "T23".
   The Company is a junior mineral exploration company currently engaged in the acquisition and exploration of mineral properties located in Tanzania. On the basis of information to date, the Company has not yet determined whether these properties contain economically recoverable ore reserves. The underlying value of the exploration and evaluation assets is entirely dependent on the existence of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete development and upon future profitable production. Exploration and evaluation assets represent costs incurred to date, less amounts depreciated and/or written off, and do not necessarily represent present or future values.
   The Company's material mineral properties are located in Tanzania and consequently the Company is subject to certain risks, including currency fluctuations and possible political or economic instability which may result in the impairment or loss of mining title or other mineral rights, and mineral exploration and mining activities may be affected in varying degrees by political stability and governmental regulations relating to the mining industry.
   These condensed consolidated interim financial statements have been prepared on a going concern basis. As at March 31, 2024 the Company had working capital deficit of $763,632 and an accumulated deficit of $64,522,744. The Company has not yet produced any revenues from its mineral interests and further funds will be required to fund existing levels of overhead and planned exploration expenditures over the course of the next twelve months. The Company will need to raise additional capital from the sale of common shares or other equity or debt instruments. If the Company is unable to raise the necessary capital and generate sufficient cash flows to meet obligations as they come due, the Company may have to reduce or curtail its operations or obtain financing at unfavourable terms. The material uncertainty may cast significant doubt about the Company's ability to continue as a going concern. Furthermore, failure to continue as a going concern would require the Company's assets and liabilities be restated on a liquidation basis which would differ significantly from the going concern basis. These condensed consolidated interim financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.
2. Basis of Preparation
   Statement of Compliance
   These condensed interim financial statements have been presented in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IASB"), applicable to the preparation of interim financial statements, including IAS 34, Interim Financial Reporting.
   The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
   Basis of Measurement
   The Company's condensed consolidated interim financial statements have been prepared on the historical cost basis except for the revaluation of certain financial assets and financial liabilities to fair value. These condensed consolidated interim financial statements are presented in Canadian Dollars unless otherwise stated.

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LAKE VICTORIA GOLD LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2024

(Unaudited - Expressed in Canadian Dollars)

_____________________________________________________________________________________________

1. Material Accounting Policies
   These condensed consolidated interim financial statements have been prepared on a basis consistent with the material accounting policies disclosed in the consolidated financial statements for the year ended December 31, 2023. Accordingly, they should be read in conjunction with the consolidated financial statements for the year ended December 31, 2023.
   Accounting Standards Issued but Not Yet Effective
   As at March 31, 2024 there are no IFRS Accounting Standards with future effective dates that are expected to have a material impact on the Company.
2. Subsidiaries

As at March 31, 2024 the subsidiaries of the Company are:

	Company	Location of Incorporation	Ownership Interest
	Tembo Gold (T) Ltd.	Tanzania		100%
	Mineral Industry Promotion & Consulting Company Ltd.	Tanzania		100%
5.	Plant and Equipment	Exploration
		Equipment
		and Camp
	Cost:	Facility	Vehicles	Total
	$	$	$
	Balance at December 31, 2022	507,755	48,876	556,631
	Additions	13,660	-	13,660
	Foreign exchange movement	(12,193)	(1,147)	(13,340)
	Balance at December 31, 2023	509,222	47,729	556,951
	Additions	4,708	-	4,708
	Foreign exchange movement	12,496	1,169	13,665
	Balance at March 31, 2024	526,426	48,898	575,324
	Accumulated Depreciation:
	Balance at December 31, 2022	(342,993)	(35,560)	(378,553)
	Depreciation	(26,172)	(3,315)	(29,487)
	Foreign exchange movement	7,059	2,414	9,473
	Balance at December 31, 2023	(362,106)	(36,461)	(398,567)
	Depreciation	(5,858)	(622)	(6,480)
	Foreign exchange movement	(7,348)	(2,446)	(9,794)
	Balance at March 31, 2024	(375,312)	(39,529)	(414,841)
	Carrying Value:
	Balance at December 31, 2023	147,116	11,268	158,384
	Balance at March 31, 2024	151,114	9,369	160,483

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LAKE VICTORIA GOLD LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2024

(Unaudited - Expressed in Canadian Dollars)

_____________________________________________________________________________________________

6. Exploration and Evaluation Assets

	Tembo	Imwelo
	Project	Project	Total
	$	$	$
Balance at December 31, 2022	3,880,403	-	3,880,403
Acquisition costs	-	431,808	431,808
Exploration costs	1,136,919	345,141	1,482,060
Foreign exchange movement	(112,682)	(15,429)	(128,111)
Balance at December 31, 2023	4,904,640	761,520	5,666,160
Exploration costs	112,369	99,719	212,088
Foreign exchange movement	119,617	19,113	138,730
Balance at March 31, 2024	5,136,626	880,352	6,016,978

1. Tembo Project
   The Tembo Project originally consisted of seven prospecting licences located in northwest Tanzania. On December 7, 2021 the Company and Barrick Gold Corporation and Bulyanhulu Gold Mine Limited (collectively "Barrick") entered into an asset purchase agreement (the "Sale Transaction") whereby the Company agreed to sell to Barrick six of its non-core prospecting licences (the "Non-core Licences") in the Tembo Gold Project for an agreed amount of US $6,000,000. On April 22, 2022 (the "Closing") the Company closed on the Sale Transaction and received $7,508,280 (US $6,000,000) and paid legal and filing costs totalling $38,279 and an advisory fee of $300,000 associated with the Sale Transaction and, accordingly, recorded a gain on disposal of exploration and evaluation assets of $1,115,959. The Company also paid $2,241,074 (US $1,790,882) for capital gains tax remitted to the Tanzanian government.
   Barrick has also agreed to conduct minimum exploration expenditures totalling US $9,000,000 (the "Expenditure Commitment") on the Non-core Licences over the next four years. Any underfunded exploration work commitment may be made up in the following years. In the event that the Expenditure Commitment is not funded by April 22, 2026, then Barrick must pay the Company the deficiency.
   Barrick also agreed to pay the Company contingent payments ("Contingent Payments") totalling a maximum aggregate of US $45,000,000, calculated based on the inferred, indicated and measured gold mineral resources ("Mineral Resources") identified on the Non-core Licences, as follows:
2. 1. US $20 per ounce for the initial 1,000,000 ounces of Mineral Resources;
   2. US $10 per ounce for the second 1,000,000 ounces of Mineral Resources; and
   3. US $5 per ounce for the remaining ounces of Mineral Resources.

See also Note 7.

1. Imwelo Gold Project
   The Company has entered into a licence purchase agreement (the "Imwelo LP Agreement") dated August 9, 2023, with Lake Victoria Gold Ltd. ("Old LVG"), a private Australian company, and its Tanzanian subsidiary, Tanzoz Mineral Limited ("Tanzoz") (collectively the "Vendors"), pursuant to which the Company will acquire (the "Imwelo Acquisition") the Vendors' interest in a mining license (the "Imwelo Gold Project") located in Tanzania. The Company has also entered into a binding letter of intent, dated August 8, 2023, for financings totalling $11,520,000 (the "Financings") with Taifa Mining and Civils Limited ("Taifa"), a private Tanzanian mining contracting firm.
2. 1. Under the terms of the Imwelo LP Agreement the Company will acquire the Imwelo Gold Project for consideration of $5,500,000, consisting of the issuance of approximately 23,600,000 common shares of the Company (the "Tembo Shares"), plus approximately US $221,000 cash for certain taxes to be incurred on closing of the Imwelo LP Agreement.

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LAKE VICTORIA GOLD LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2024

(Unaudited - Expressed in Canadian Dollars)

_____________________________________________________________________________________________

6. Exploration and Evaluation Assets (continued)

Old LVG will be required to hold the Tembo Shares in escrow in accordance with the share release conditions outlined below:

• one third of the Tembo Shares released from escrow upon commercial production being achieved on the Imwelo Gold Project;
• one third of the Tembo Shares released six months after commercial production; and
• one third of the Tembo Shares released twelve months after commercial production.

If commercial production is not achieved within three years of closing, the escrow shares will be released to Old LVG. During the escrow period the Company will retain voting rights over the escrowed shares.

Conditions to closing of the Imwelo Acquisition include:

1. • satisfactory completion of due diligence by the Company;
   • receipt of a legal title opinion;
   • the Company obtaining all necessary shareholder approvals to complete the Imwelo Acquisition;
   • the Company and Old LVG obtaining all Tanzanian government and required regulatory approvals;
   • completion of the initial tranche of the Financings;
   • completion of a technical report on the Imwelo Gold Project and acceptance of the report by the TSXV; and
   • other customary conditions precedent for a transaction of this nature.
2. The Financings will be conducted in the following tranches;
3. • Prior to completion of the Imwelo Acquisition Taifa, or its affiliates, will initially subscribe for 16,000,000 shares of the Company at $0.22 per share for gross proceeds of $3,520,000 (the "First Private Placement"). On September 12, 2023 the Company received conditional approval to complete the First Private Placement. On November 7, 2023 the Company received an initial $2,227,069 (US $1,630,000) towards the First Private Placement.
   • Upon completion of final engineering and closing of the Imwelo Acquisition Taifa will have twenty days to complete a second private placement of 16,000,000 units (the "Units") at a price of $0.24 per Unit (subject to TSXV pricing rules) for gross proceeds of $3,840,000. Each Unit will consist of one common share of the Company and one warrant ("Warrant") exercisable to purchase one additional common share of the Company for two years at a price of $0.26 per share (subject to TSXV pricing rules).
   • On the date that is six months after the Company breaks ground on the Imwelo Gold Project, Taifa will have twenty days to exercise the Warrants which will result in the issuance of an additional 16,000,000 shares of the Company for gross proceeds to the Company of $4,160,000.

On September 28, 2023 the TSXV acknowledged receipt and acceptance of the technical report and has conditionally accepted the Company's submission,

Prior to entering into the Imwelo LP Agreement the Company paid a total of $499,232 (US $371,000) for the exclusive right to negotiate and finalization of the Imwelo LP Agreement and prior ongoing maintenance and overhead costs. The amounts paid have been expensed as standstill agreement and related payments during fiscal 2023.

On December 7, 2023 the Company entered into a license purchase agreement with an arm's length private Tanzanian citizen, pursuant to which the Company has purchased a prospecting license (the "Dora License") located in Tanzania, for $132,260 (US $100,000). The Dora License is contiguous to the Imwelo Gold Project.

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