Lake Victoria Gold : Q1 – 2026 Financial Statements

About this update from Lake Victoria Gold Ltd

LAKE VICTORIA GOLD LTD. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 (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. CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION (Unaudited - Expressed in Canadian Dollars) Notes March 31, 2026 $ December 31, 2025 $ ASSETS Current assets Cash 702,211 1,869,793 GST receivable 136,801 106,489 Prepaid expenses 280,046 259,430 Total current assets 1,119,058 2,235,712 Non-current assets Plant and equipment 4 115,408 118,110 Exploration and evaluation assets 5 14,009,547 13,423,530 Deposits 6 2,767,300 2,724,374 Total non-current assets 16,892,255 16,266,014 TOTAL ASSETS 18,011,313 18,501,726 LIABILITIES Current liabilities Accounts payable and accrued liabilities 10 880,552 968,954 Interest payable 7, 8 141,378 104,787 Promissory note payable 7 363,808 357,727 Convertible debentures 8 540,713 666,853 TOTAL LIABILITIES 1,926,451 2,098,321 SHAREHOLDERS' EQUITY Share capital 9 62,789,539 62,524,777 Share-based payments reserve 9 17,024,908 16,939,113 Equity component on convertible debentures 8 85,598 115,258 Foreign currency translation reserve 6,441,619 6,293,248 Deficit (70,256,802) (69,468,991) TOTAL SHAREHOLDERS' EQUITY 16,084,862 16,403,405 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 18,011,313 18,501,726 Nature of Operations and Going Concern - See Note 1 Events after the Reporting Period - See Note 14 These condensed consolidated interim financial statements were approved for issue by the Board of Directors on May 27, 2026 and are signed on its behalf by: /s/ Marc Cernovitch /s/ Simon Benstead Marc Cernovitch Simon Benstead Director Director CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS (Unaudited - Expressed in Canadian Dollars) Three Months Ended March 31, Notes 2026 $ 2025 $ Expenses Accounting and administration 10(b) 15,067 29,395 Accretion of convertible debentures 8 48,860 14,943 Audit 19,565 16,773 Corporate development 85,126 - Depreciation 4 4,634 7,749 Executive management compensation 10(a) 176,930 201,425 Interest expense 7, 8 28,090 32,060 Investor relations 129,085 - Legal 10,612 48,426 Office 14,726 6,458 Office rent - 4,616 Professional fees 123,168 63,733 Regulatory 7,896 40,293 Share-based compensation 9 86,496 - Shareholder costs 3,000 1,900 Transfer agent 2,425 2,405 Travel 62,642 9,369 Website updating and maintenance - 15,000 818,322 494,545 Loss before other items (818,322) (494,545) Other items Interest income 11,317 158 Foreign exchange 19,194 14,856 30,511 15,014 Net loss for the period (787,811) (479,531) Other comprehensive income (loss) Change in currency translation of foreign subsidiary 148,371 (6,543) Comprehensive loss for the period (639,440) (486,074) Basic and diluted loss per common share $(0.00) $(0.00) Weighted average number of common shares outstanding 195,311,042 121,508,383 CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited - Expressed in Canadian Dollars) Three Months Ended March 31, 2026 Share-Based Equity Component on Foreign Currency Total Number of Shares Amount Payments Reserve Convertible Debentures Translation Reserve Deficit Shareholders' Equity $ $ $ $ $ $ 195,158,323 62,524,777 16,939,113 115,258 6,293,248 (69,468,991) 16,403,405 121,510 31,857 - - - - 31,857 148,885 27,544 - - - - 27,544 972,222 175,000 - - - - 175,000 - 701 (701) - - - - - 29,660 (29,660) - - - - - 86,496 - - - 86,496 - - - - 148,371 - 148,371 - - - - - (787,811) (787,811) Share Capital Balance at December 31, 2025 Common shares issued for: exercise of warrants settlement of convertible debenture interest debenture conversion Transfer on exercise of warrants Transfer on debenture conversions Share-based compensation Currency translation adjustment Net loss for the period Balance at March 31, 2026 196,400,940 62,789,539 17,024,908 85,598 6,441,619 (70,256,802) 16,084,862 Three Months Ended March 31, 2025 Share-Based Share Equity Component on Foreign Currency Total Number of Payments Subscriptions Convertible Translation Shareholders' Shares Amount Reserve Received Debentures Reserve Deficit Equity $ $ $ $ $ $ $ 107,076,679 45,640,038 16,465,226 2,227,069 115,258 6,644,963 (66,032,228) 5,060,326 16,000,000 3,520,000 - (2,227,069) - - - 1,292,931 223,763 40,278 - - - - - 40,278 24,064,723 5,294,239 - - - - 5,294,239 - (29,086) - - - - (29,086) - - - - - (6,543) - (6,543) - - - - - - (479,531) (479,531) Share Capital Balance at December 31, 2024 Common shares issued for: private placement settlement of convertible debenture interest property acquisition (Imwelo Gold Project) Share issue costs Currency translation adjustment Net loss for the period Balance at March 31, 2025 147,365,165 54,465,469 16,465,226 - 115,258 6,638,420 (66,511,759) 11,172,614 CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS (Unaudited - Expressed in Canadian Dollars) Three Months Ended March 31 2026 $ 2025 $ Operating activities Net loss for the period (787,811) (479,531) Adjustments for: Depreciation 4,634 7,749 Share-based compensation 86,496 - Foreign exchange (21,366) (25,659) Accretion on convertible debentures Changes in non-cash working capital items: GST receivable 48,860 (30,312) 14,943 1,465 Prepaid expenses and deposits (20,270) 94,110 Accounts payable and accrued liabilities 120,664 260,299 Interest payable 62,247 32,060 Net cash used in by operating activities (536,858) (94,564) Investing activities Expenditures on exploration and evaluation assets (656,515) (243,634) Disposition of exploration and evaluation assets - 421,365 Deposits - (1,292,931) Net cash used in investing activities (656,515) (1,115,200) Financing activities Issuance of common shares 31,857 1,292,931 Share issue costs - (18,614) Advances received - 88,000 Advances repaid - (69,207) Net cash provided by financing activities 31,857 1,293,110 Effect of exchange rate changes on cash (6,066) (724) Net change in cash (1,167,582) 82,622 Cash at beginning of period 1,869,793 31,393 Cash at end of period 702,211 114,015 Supplemental cash flow information - See Note 12 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. The Company's common shares are listed and trade on the TSX Venture Exchange ("TSXV") under the symbol "LVG", the OTCQB under the 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, 2026 the Company had a working capital deficit of $807,393 and an accumulated deficit of $70,256,802. 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. In addition to its operations in the Tembo Project, in February 2025 the Company completed the acquisition of the Imwelo Gold Project, as described in Note 5(b). 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. See also Note 14. Basis of Preparation Statement of Compliance These condensed consolidated 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 condensed consolidated 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. 2. Basis of Preparation (continued) Details of the Group In addition to the Company, the condensed consolidated interim financial statements include all subsidiaries. Subsidiaries are all corporations over which the Company is able, directly or indirectly, to control financial and operating policies, which is the authority usually connected with holding majority voting rights. Subsidiaries are fully consolidated from the date on which control is acquired by the Company. Inter-company transactions and balances are eliminated upon consolidation. They are deconsolidated from the date that control by the Company ceases. As at March 31, 2026 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% 3. 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, 2025. Accordingly, they should be read in conjunction with the consolidated financial statements for the year ended December 31, 2025. Accounting Standards and Interpretations Issued but Not Yet Effective IFRS 18, Presentation and Disclosure in Financial Statements , which will replace IAS 1, Presentation of Financial Statements aims to improve how companies communicate in their financial statements, with a focus on information about financial performance in the statement of profit or loss, in particular additional defined subtotals, disclosures about management-defined performance measures and new principles for aggregation and disaggregation of information. IFRS 18 is accompanied by limited amendments to the requirements in IAS 7 Statement of Cash Flows . IFRS 18 is effective from January 1, 2027. Companies are permitted to apply IFRS 18 before that date. The Company is assessing the impact of the adoption of IFRS 18 and working to identify all impacts the changes will have on the Company's consolidated financial statements. 4. Plant and Equipment Exploration Equipment and Camp Cost : Facility $ Vehicles $ Total $ Balance at December 31, 2024 560,403 51,926 612,329 Additions 2,790 - 2,790 Foreign exchange movement (26,168) (2,465) (28,633) Balance at December 31, 2025 537,025 49,461 586,486 Foreign exchange movement 9,129 841 9,970 Balance at March 31, 2026 546,154 50,302 596,456 Accumulated Depreciation : Balance at December 31, 2024 (424,169) (43,966) (468,135) Depreciation (16,150) (6,263) (22,413) Foreign exchange movement 19,963 2,209 22,172 Balance at December 31, 2025 (420,356) (48,020) (468,376) Depreciation (3,429) (1,205) (4,634) Foreign exchange movement (7,202) (836) (8,038) Balance at March 31, 2026 (430,987) (50,061) (481,048) Carrying Value: Balance at December 31, 2025 116,669 1,441 118,110 Balance at March 31, 2026 115,167 241 115,408 5. Exploration and Evaluation Assets Tembo Imwelo Project Project Total $ $ $ Balance at December 31, 2024 5,694,919 1,387,307 7,082,226 Acquisition costs - 5,500,000 5,500,000 Exploration costs 275,029 1,332,272 1,607,301 Disposition - (421,365) (421,365) Foreign exchange movement (148,192) (196,440) (344,632) Balance at December 31, 2025 5,821,756 7,601,774 13,423,530 Exploration costs 52,245 387,253 439,498 Foreign exchange movement 62,083 84,436 146,519 Balance at March 31, 2026 5,936,084 8,073,463 14,009,547 Exploration and Evaluation Assets (continued) 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. In March 2026 Barrick advised the Company that it had completed the Expenditure Commitment, subject to the Company's final review. 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: US $20 per ounce for the initial 1,000,000 ounces of Mineral Resources; US $10 per ounce for the second 1,000,000 ounces of Mineral Resources; and US $5 per ounce for the remaining ounces of Mineral Resources. See also Note 6(a). Imwelo Gold Project On February 28, 2025 the Company closed on 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 acquired (the "Imwelo Acquisition") the Vendors' interest in a mining license ML 538/2015 (the "Imwelo Gold Project") located in Tanzania. The Company also entered into a binding letter of intent, dated August 8, 2023, for financings by the Company totalling $11,520,000 (the "Financings") with Taifa Mining and Civils Limited ("Taifa"), a private Tanzanian mining contracting firm. Under the terms of the Imwelo LP Agreement the Company acquired the Imwelo Gold Project for consideration of $5,500,000 by issuing 24,064,723 common shares in the capital of the Company to the Vendors at a deemed issue price of $0.22 per share and $205,761 (US $150,938) for costs paid by the Company. Old LVG is required to hold the common shares of the Company ("Company Shares") issued from the Financings in escrow in accordance with the share release conditions outlined below: one third of the Company Shares released from escrow upon commercial production being achieved on the Imwelo Gold Project; one third of the Company Shares released six months after commercial production; and one third of the Company Shares released twelve months after commercial production. If commercial production is not achieved within three years of closing of the Imwelo LP Agreement, the escrow shares will be released to Old LVG. During the escrow period the Company will retain voting rights over the escrowed shares. Exploration and Evaluation Assets (continued) The Financings will be conducted in the following tranches; 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 and on February 28, 2025 the Company received the remaining $1,292,931 and issued the 16,000,000 shares, thereby closing the First Private Placement. Upon completion of final engineering 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. Upon closing of the First Private Placement, the Company entered into an investor rights agreement with Taifa in which it will have the right, as long as it maintains ownership of, or control or direction over, more than 10% of the outstanding common shares, to participate in subsequent financings of the Company to maintain its ownership position and to nominate one member to the Company's board of directors. In September 2025 the Company reached an agreement in principle in which the Government of Tanzania will be entitled to a minimum of a 16% non-dilutable free carried interest in the Imwelo Project, subject to finalization of formal documentation. 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 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. In February 2025 the Company agreed to terminate the license purchase agreement to the Dora License and received a settlement amount of $421,365 (US $293,000). Deposits As at March 31, 2026 the Company has recorded deposits totalling $2,767,300 (December 31, 2025 - $2,724,374) as follows: The Company has deposited US $522,865 in escrow in respect of taxes which may be payable in respect of any Contingent Payments received. On April 16, 2025 the Company filed the application for refund of the deposit. On July 27, 2025 the Tanzanian Government informed the Company that the deposit will not be refunded to the Company until a formal cancellation is made with respect to the Contingent Payments on the Tembo Project. As at March 31, 2026 the Company is assessing its filing position. The Company entered into an agreement to purchase a refurbished mill for a contracted priced of approximately $920,000 (South African Rand 12,113,256). As at March 31, 2026 the vendor has completed approximately 80% of the refurbishment and the Company has recorded an amount of $750,895 of which $551,586 has been paid and the remaining $199,309 has been recorded in accounts payable and accrued liabilities. The Company made an initial retainer payment of US $917,000 for further exploration work programs to be conducted on the Imwelo Gold Project. Promissory Note Payable On April 20, 2022 the Company issued a promissory note (the "Promissory Note") for US $261,000 for advances made by Barrick. The Promissory Note bears interest at the variable rate per annum equal to the Royal Bank of Canada base rate for US dollar loans. Interest accrued will be due and payable on December 31 st of each year and on the date of repayment of the Promissory Note. The maturity date of the Promissory Note is dependent upon the refund of the deposit made as described in Note 5(a). During the three months ended March 31, 2026 the Company recorded interest expense of $6,488 (2025 - $4,635). No payments on interest has been made and, as at March 31, 2026 $113,162 (December 31, 2025 - $104,787) of accrued interest was outstanding and has been included in interest payable. 8. Convertible Debentures Liability Component Equity Component Total $ $ $ December 31, 2024 625,081 115,258 740,339 Accretion on 2024 Debentures 59,772 - 59,772 Conversion of 2024 Debentures (18,000) - (18,000) December 31, 2025 666,853 115,258 782,111 Accretion on 2024 Debentures 48,860 - 48,860 Conversion of 2024 Debentures (175,000) (29,660) (204,660) March 31, 2026 540,713 85,598 626,311 During fiscal 2024 the Company completed a $750,000 unsecured convertible debenture financing (the "2024 Debentures"). The 2024 Debenture matures July 25, 2026 (the "Maturity Date") and bears interest at 12% per annum payable quarterly, which interest, may at the option of the Company be settled in cash or in common shares of the Company at a conversion price based on the market price of the common shares of the Company. The outstanding principal amount of each 2024 Debenture is convertible, at the option of the holder, at any time prior to the Maturity Date, into common shares of the Company at a conversion price of $0.18 per common share (the "Conversion Price"). The 2024 Debentures are subject to a forced conversion provision whereby the Company may, in its sole discretion, convert the outstanding principal amount of the 2024 Debentures into common shares of the Company at the Conversion Price if, at any time after the first year following the date of issuance of the 2024 Debentures and prior to the Maturity Date, the Company's common shares trade at a closing price above $0.275 for a period of 20 consecutive trading days on the TSXV. During the three months ended March 31, 2026 the Company: issued 972,000 common shares, at a price of $0.18 per share, on the conversion of $175,000 principal of the 2024 Debentures; paid cash of $17,122 and issued 148,885 common shares, at a price of $0.185 per share, on settlement of $44,666 of accrued interest incurred on the 2024 Debentures; recognized $21,602 (2025 - $22,192) of interest expense, of which $28,216 of accrued interest remained unpaid as at March 31, 2026 and is included in interest payable; and recognized $48,860 (2025 - $14,943) of accretion expense. As at March 31, 2026 $37,000 (December 31, 2025 - $37,000) of the 2024 Debentures were held by private companies controlled by directors and officers of the Company. See also Note 14. Share Capital Authorized Share Capital The Company's authorized share capital consists of an unlimited number of common shares without par value and an unlimited number of preferred shares. All issued common shares are fully paid. Equity Financings Three Months ended March 31, 2026 No equity financings were completed during the three months ended March 31, 2026. See also Note 14(a). Fiscal 2025 In February 2025 the Company completed the Imwelo LP Agreement in consideration for $5,500,000, consisting in the issuance of 24,064,723 common shares in the capital of the Company to the Vendors at a deemed issue price of $0.22 per share and $205,761 (US $150,938) for costs paid by the Company, of which $177,407 (US $130,000) was paid in fiscal 2024. The Company also closed the First Private Placement of 16,000,000 shares with Taifa as described in Note 5(b)(ii). The Company incurred $29,086 for legal services and filing costs associated with the First Private Placement of which $10,472 was incurred at December 31, 2024. On September 16, 2025 the Company completed a non-brokered private placement and issued 34,285,715 units of the Company at a price of $0.175 per unit for gross proceeds of $6,000,000. Each unit comprised one common share of the Company and one-half of one common share purchase warrant. Each whole warrant is exercisable by the holder to acquire one additional common share at an exercise price of $0.27 per share, expiring September 16, 2028. The Company paid total cash finders' fees of $215,340 and issued a total of 1,218,515 warrants (the Finders' Warrants"). Each Finders' Warrant entitles the holder to purchase an additional common share at a price of $0.175 per share until September 16, 2028. The value assigned to the Finders' Warrants was $85,296. The weighted average fair value of the Finders' Warrants issued was $0.07 per warrant. The fair value of the Finders' Warrants has been estimated using the Black-Scholes option pricing model. The assumptions used were: a risk-free interest rate of 2.53%; expected volatility of 57%; an expected life of 3 years; a dividend yield of 0%; and an expected forfeiture rate of 0%. The Company incurred $90,376 for legal services and filing costs associated with this private placement. In October 2025 the Company completed a non-brokered private placement and issued a total of 11,428,571 common shares of the Company at a price of $0.175 per share for gross proceeds to the Company of $2,000,000 . The Company paid a finder's fees of $7,007 cash and issued 40,040 warrants (the "Finder's Warrants") on a portion of this private placement. Each Finder's Warrant is exercisable to acquire one common share at a price of $0.175 per share until October 17, 2028. The value assigned to the Finder's Warrants was $2,803. The weighted average fair value of the Finder's Warrants issued was $0.07 per warrant. The fair value of the Finder's Warrants has been estimated using the Black-Scholes option pricing model. The assumptions used were: a risk-free interest rate of 2.45%; expected volatility of 57.5%; an expected life of 3 years; a dividend yield of 0%; and an expected forfeiture rate of 0%. Directors of the Company, close family members and associated corporations purchased in aggregate 6,109,800 common shares for a total of $1,069,215. 9. Share Capital (continued) Warrants A summary of the number of common shares reserved pursuant to the Company's outstanding warrants March 31, 2026 and 2025 and the changes for the three months ended on those dates, is as follows: 2026 2025 Weighted Average Exercise Weighted Average Exercise Number Price $ Number Price $ Balance, beginning of period 18,401,411 0.26 - - Exercised (121,510) 0.26 - - Balance, end of period 18,279,901 0.26 - - The following table summarizes information about the number of common shares reserved pursuant to the Company's warrants outstanding and exercisable at March 31, 2026: Number Exercise Price $ Expiry Date 17,031,356 0.27 September 16, 2028 1,208,505 0.175 September 16, 2028 40,040 0.175 October 8, 2028 18,279,901 Equity Incentive Plan On March 20, 2025 the Company established a new 10% rolling omnibus equity incentive plan (the "Equity Incentive Plan"). The Equity Incentive Plan allows for the issuance of incentive stock options, deferred share units, performance share units, restricted share units, stock appreciation rights and stock purchase rights (collectively the "Awards"). The maximum number of shares reserved for issuance on exercise of all the Awards granted under the Equity Incentive Plan shall not exceed 10% of the issued and outstanding common shares as at the date of grant of any Award. Share Option Plan During the three months ended March 31, 2026 the Company granted share options to purchase 2,550,000 common shares and recorded compensation expense of $86,496. The fair value of share options granted were estimated using the Black-Scholes option pricing model using the following assumptions: risk-free interest rate between 2.68% - 2.72%; estimated volatility of 61%; expected life between 2.8 - 3 years; expected dividend yield of 0%; and estimated forfeiture rate of 0%. The Company did not grant any share options during the three months ended March 31, 2025. The estimated volatility was based on the historical share prices of the Company. The weighted average grant date fair value of all share options granted during the three months ended March 31, 2026 was $0.13 per share option. Option-pricing models require the use of estimates and assumptions including the expected volatility. Changes in the underlying assumptions can materially affect the fair value estimates and, therefore, existing models do not necessarily provide a reliable measure of the fair value of the Company's share options. Share Capital (continued) A summary of the Company's share options at March 31, 2026 and 2025 and the changes for the three months ended on those dates, is as follows: 2026 2025 Number of Options Outstanding Weighted Average Exercise Price $ Number of Options Outstanding Weighted Average Exercise Price $ Balance, beginning of period - - 750,000 0.18 Granted 2,550,000 0.21 - - Balance, end of period 2,550,000 0.21 750,000 0.18 The following table summarizes information about the share options outstanding and exercisable at March 31, 2026: Number Outstanding Number Exercisable Exercise Price $ Expiry Date 300,000 300,000 0.27 September 15, 2028 2,250,000 - 0.20 January 21, 2029 2,550,000 300,000 Restricted Share Units During the three months ended March 31, 2026 and 2025 the Company did not award any RSUs. A summary of the Company's RSUs at March 31, 2026 and 2025 and the changes for the three months ended on those dates, is as follows: 2026 Number of RSUs 2025 Number of RSUs Balance, beginning and end of period 14,300,000 8,800,000 Related Party Disclosures A number of key management personnel, or their related parties, hold positions in other entities that result in them having control or significant influence over the financial or operating policies of those entities. Certain of these entities transacted with the Company during the reporting period. Transactions made with related parties are made in the normal course of business and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. Transactions with Key Management Personnel Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consists of members of the Company's Board of Directors and executive officers. During the three months ended March 31, 2026 the Company incurred $197,503 (2025 - $222,950) for executive management compensation which have been allocated based on the nature of the services provided: expensed $176,930 (2025 - $201,425) to executive management compensation and capitalized $20.573 (2025 - $21,525) to exploration and evaluation assets. As at March 31, 2026 $205,175 (December 31, 2025 - $170,957) remained unpaid and has been included in accounts payable and accrued liabilities. 10. Related Party Disclosures (continued) (b) During the three months ended March 31, 2026 the Company incurred $13,735 (2025 - $19,450) for accounting and administration services provided by a private corporation owned by the Corporate Secretary of the Company. As at March 31, 2026 $6,500 (December 31, 2025 - $1,000) remained unpaid and has been included in accounts payable and accrued liabilities. (c) See also Notes 8 and 9. Financial Instruments and Risk Management Categories of Financial Assets and Financial Liabilities Financial instruments are classified into one of the following categories: FVTPL; amortized cost; and FVOCI. The carrying values of the Company's financial instruments are classified into the following categories: Financial Instrument Category March 31, 2026 $ December 31, 2025 $ Cash Amortized cost 702,211 1,869,793 Accounts payable and accrued liabilities Amortized cost (880,552) (968,954) Interest payable Amortized cost (141,378) (104,787) Promissory note payable Amortized cost (363,808) (357,727) Convertible debentures Amortized cost (540,713) (666,853) The Company's financial instruments recorded at fair value require disclosure about how the fair value was determined based on significant levels of inputs described in the following hierarchy: Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions occur in sufficient frequency and value to provide pricing information on an ongoing basis. Level 2 - Pricing inputs are other than quoted prices in active markets included in Level 1. Prices in Level 2 are either directly or indirectly observable as of the reporting date. Level 2 valuations are based on inputs including quoted forward prices for commodities and time value and volatility factors, which can be substantially observed or corroborated in the market place. Level 3 - Valuations in this level are those with inputs for the asset or liability that are not based on observable market data. The recorded amounts for cash, accounts payable and accrued liabilities, advances payable and interest payable approximate their fair value due to their short-term nature. The promissory note payable approximates its fair value due to the instrument being due on demand. The recorded amounts for convertible debentures (including the equity portion) approximate fair value and have interest at market rates for similar debt. The Company's risk exposures and the impact on the Company's financial instruments are summarized below: Credit Risk Credit risk is the risk of loss associated with a counterparty's inability to fulfill its payment obligations. The Company's credit risk is primarily attributable to cash. Management believes that the potential loss related to the credit risk included in cash is remote. Financial Instruments and Risk Management (continued) Liquidity Risk Liquidity risk is the risk that the Company will not have the resources to meet its obligations as they fall due. The Company manages this risk by closely monitoring cash forecasts and managing resources to ensure that it will have sufficient liquidity to meet its obligations. The following table is based on the contractual maturity dates of financial assets and liabilities and the earliest date on which the Company can be required to settle financial liabilities. Contractual Maturity Analysis at March 31, 2026 Carrying Amount $ Contractual Cash Flows $ Less than 3 Months $ 3 -12 Months $ 1 - 5 Years $ Cash 702,211 702,211 702,211 - - Accounts payable and accrued liabilities (880,552) (880,552) (880,552) - - Interest payable (141,378) (141,378) (28,216) (113,162) - Promissory note payable (363,808) (363,808) - (363,808) - Convertible debentures (540,713) (557,000) (557,000) - - Market Risk Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices. These fluctuations may be significant. Interest Rate Risk The Company is exposed to interest rate risk to the extent that the cash bears floating rates of interest. There is no interest rate risk associated with the advances payable as they are non-interest bearing. The interest rate risk on cash and on the Company's obligations are not considered significant. Foreign Currency Risk The Company's significant subsidiaries are located in Tanzania and have considered the US Dollar as their functional currency. The Company also maintains cash deposits in US Dollars with its Canadian bank. As such, the fluctuation of the Canadian Dollar in relation to the US Dollar will have an impact upon the profitability of the Company and may also affect the value of the Company's assets and the amount of shareholders' equity. The Company has not entered into any agreements or purchased any instruments to hedge possible currency risks. At March 31, 2026, 1 Canadian Dollar was equal to 0.72 US Dollar (2025 - 0.70 US Dollar) and 12.2 South African Rand (2025 -12.89 South African Rand). Balances are as follows: March 31, 2026 March 31, 2025 South African Rand US $ CDN $ Equivalent South African Rand US $ CDN $ Equivalent Cash - 22,087 30,676 - 78,951 112,788 Deposits 9,690,605 1,439,865 2,767,300 9,690,605 1,439,865 2,786,376 Accounts payable (2,422,651) (425,188) (789,848) (7,873,617) (1,066,585) (2,134,525) Interest payable - (81,184) (112,756) - (62,784) (89,691) Promissory note payable - (261,000) (363,808) - (261,000) (375,553) 7,267,954 694,580 1,531,564 1,816,988 128,447 299,395 Based on the net exposures as of March 31, 2026 and assuming that all other variables remain constant, a 10% fluctuation on the Canadian Dollar against the US Dollar and South African Rand would result in the Company's net income or loss being approximately $188,500 (2025 - $59,000) higher (or lower). Financial Instruments and Risk Management (continued) Capital Management The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition and exploration of mineral properties. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business. The Company defines capital that it manages as share capital and cash. As at March 31, 2026 total amount of capital was $63,462,090 (December 31, 2025 - $64,394,570). The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. Supplemental Cash Flow Information During the three months ended March 31, 2026 and 2025 non-cash activities were conducted by the Company as follows: Operating activities 2026 $ 2025 $ Accounts payable and accrued liabilities 217,017 (18,750) Interest payable (27,544) (40,278) 189,473 (59,028) Investing activity Issuance of share capital 232,905 7,561,586 Share-based payments reserve (701) - Equity component on convertible debentures (29,660) - Conversion on convertible debenture (175,000) - Advances received - 18,750 Share issue costs - 10,472 Deferred share issue costs - (10,472) Share subscriptions - (2,227,069) 27,544 5,353,267 Exploration and evaluation assets (217,017) (5,294,239) Financing activities Segmented Information The Company operates in one reportable segment, the exploration and development of unproven exploration and evaluation assets. The Company's exploration and evaluation assets are located in Tanzania and its corporate assets are located in Canada. The Company's total assets are segmented geographically as follows: As at March 31, 2026 Canada $ Tanzania $ Total $ Current assets 1,067,327 51,731 1,119,058 Plant and equipment - 115,408 115,408 Exploration and evaluation assets - 14,009,547 14,009,547 Deposits - 2,767,300 2,767,300 1,067,327 16,943,986 18,011,313 As at December 31, 2025 Canada $ Tanzania $ Total $ Current assets 2,070,535 165,177 2,235,712 Plant and equipment - 118,110 118,110 Exploration and evaluation assets - 13,423,530 13,423,530 Deposits - 2,724,374 2,724,374 2,070,535 16,431,191 18,501,726 14. Events after the Reporting Period On April 27, 2026 holders of $340,000 principal of the 2024 Debentures exercised the conversion, at $0.18 per common share, and the Company issued 1,888,888 common shares of the Company. On April 28, 2026 the Company provided notice of the forced conversion exercise of the remaining $217,000 principal of the 2024 Debentures and issued 1,205,555 common shares of the Company. The Company intends to complete a non-brokered convertible debenture financing to raise up to $5,000,000 (the "2026 Debentures"). During May 2026 the Company completed tranches of the financing totalling $3,834,200. The 2026 Debentures mature thirty-six months from the date of issuance (the "Maturity Date") and bears interest at 5% per annum payable semi-annually in cash. The outstanding principal amount of the 2026 Debenture is convertible, at the option of the holder, at any time prior to the Maturity Date, into common shares of the Company at a conversion price of $0.30 per common share. In connection with the 2026 Debentures completed, the Company has issued warrants to the 2026 Debenture holders to purchase 6,390,324 common shares of the Company at an exercise price of $0.40 per share on or before the Maturity Date.

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