Lake Victoria Gold : Q4 – 2023 Financial Statements

LAKE VICTORIA GOLD LTD.

(formerly Tembo Gold Corp.)

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED

DECEMBER 31, 2023 AND 2022

(Expressed in Canadian Dollars)

Grant Thornton LLP

11th Floor

200 King Street West, Box 11

Toronto Ontario

M5H 3T4

T [phone]

F [phone]

Independent auditor's report

To the Shareholders of Lake Victoria Gold Ltd. (formerly Tembo Gold Corp.)

Opinion

We have audited the consolidated financial statements of Lake Victoria Gold Ltd. (formerly Tembo Gold Corp.) (the "Company"), which comprise the consolidated statements of financial position as at December 31, 2023 and 2022 and the consolidated statements of comprehensive loss, consolidated statements of changes in equity and consolidated statements of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policy information.

In our opinion, the accompanying consolidated financial statements present fairly in all material respects, the financial position of Lake Victoria Gold Ltd. (formerly Tembo Gold Corp.) as at December 31, 2023 and 2022, and its financial performance and its cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards).

Basis for opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Company and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 in the financial statements, which indicates that additional funding will be necessary to advance the Company's ongoing operations. This condition, along with the matters set forth in Note 1, indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Audit | Tax | Advisory	1
© Grant Thornton LLP. A Canadian Member of Grant Thornton International Ltd

Except for the matter described in the Material Uncertainty Related to Going Concern section, we have determined that there are no other key audit matters to communicate in our report.

Information Other than the Financial Statements and Auditor's Report Thereon

Management is responsible for the other information. The other information comprises the Management Discussion and Analysis but does not include the financial statements and our auditor's report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of management and those charged with governance for the consolidated financial statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with IFRS Accounting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to a going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit.

We also:

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.

Audit | Tax | Advisory	2
© Grant Thornton LLP. A Canadian Member of Grant Thornton International Ltd

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because of the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor's report is Ingrid Holbik.

Toronto, Canada	Chartered Professional Accountants
April 30, 2024	Licensed Public Accountants

Audit | Tax | Advisory	3
© Grant Thornton LLP. A Canadian Member of Grant Thornton International Ltd

LAKE VICTORIA GOLD LTD. (formerly Tembo Gold Corp.)

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Expressed in Canadian Dollars)

_____________________________________________________________________________________________

		December 31,	December 31,
	Notes	2023	2022
		$	$
ASSETS
Current assets
Cash		627,109	2,255,550
GST receivable		67,594	67,665
Prepaid expenses		222,451	94,180
Total current assets		917,154	2,417,395
Non-current assets
Plant and equipment	4	158,384	178,078
Exploration and evaluation assets	5	5,666,160	3,880,403
Deposit	5	691,541	708,168
Total non-current assets		6,516,085	4,766,649
TOTAL ASSETS		7,433,239	7,184,044
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities	9	737,718	704,573
Advances payable	6	44,000	44,000
Interest payable	7	48,992	16,570
Total current liabilities		830,710	765,143
Non-current liabilities
Promissory note payable	7	345,199	353,498
TOTAL LIABILITIES		1,175,909	1,118,641
SHAREHOLDERS' EQUITY
Share capital	8	45,258,326	44,034,856
Share subscriptions received	5(b)(ii)	2,227,069	-
Share-based payments reserve		15,455,171	15,617,035
Foreign currency translation reserve		6,101,764	6,258,421
Deficit		(62,785,000)	(59,844,909)
TOTAL SHAREHOLDERS' EQUITY		6,257,330	6,065,403
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		7,433,239	7,184,044
Nature of Operations and Going Concern - See Note 1
Events after the Reporting Period - See Note 14

These consolidated financial statements were approved for issue by the Board of Directors on April 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 consolidated financial statements.

Page 5

LAKE VICTORIA GOLD LTD. (formerly Tembo Gold Corp.)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Expressed in Canadian Dollars)

______________________________________________________________________________________________________

		Year Ended December 31
	Note	2023	2022
		$	$
Expenses
Accounting and administration		111,016	99,616
Audit		75,426	56,494
Corporate development		15,532	457,948
Depreciation	4	29,489	27,591
Executive management compensation	9(a)	595,171	559,030
General exploration		148,434	-
Interest expense	7	33,476	15,925
Investor relations		-	101,168
Legal		223,663	101,607
Office		51,374	48,363
Professional fees		456,018	383,805
Regulatory		44,150	36,058
Rent and housing	9(c)	41,359	92,394
Share-based compensation	8(c)	487,756	37,033
Shareholder costs		15,154	11,548
Transfer agent		6,585	13,559
Travel		52,772	85,148
Website updating and maintenance		60,000	66,842
		2,447,375	2,194,129
Loss before other items		(2,447,375)	(2,194,129)
Other items
Interest income		7,698	5,739
Standstill agreement and related payments	5(b)(ii)	(499,232)	-
Other		13,515	-
Foreign exchange		(14,697)	17,269
Gain on disposition of exploration and evaluation assets	5	-	1,115,959
		(492,716)	1,138,967
Loss before income taxes		(2,940,091)	(1,055,162)
Income taxes on disposition	5	-	(2,241,074)
Net loss for the year		(2,940,091)	(3,296,236)
Other comprehensive (loss) income
Change in currency translation of foreign subsidiary		(156,657)	520,011
Comprehensive loss for the year		(3,096,748)	(2,776,225)
Basic and diluted loss per common share		$(0.03)	$(0.03)
Weighted average number of common shares outstanding		103,493,871	99,508,950

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

Page 6

LAKE VICTORIA GOLD LTD. (formerly Tembo Gold Corp.)

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(Expressed in Canadian Dollars)

_________________________________________________________________________________________________________

			Year Ended December 31, 2023
	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, 2022	101,771,345	44,034,856	15,617,035		6,258,421	(59,844,909)	6,065,403
Common shares issued for:
- share options exercised	3,609,000	573,850	-	-	-	-	573,850
Transfer on exercise of share options	-	649,620	(649,620)	-	-	-	-
Share-based compensation - options	-	-	91,463	-	-	-	91,463
Share-based compensation - RSUs	-	-	396,293	-	-	-	396,293
Share subscriptions received
(Note 5(b)(ii))	-	-	-	2,227,069	-	-	2,227,069
Currency translation adjustment	-	-	-	-	(156,657)	-	(156,657)
Net loss for the year	-	-	-	-	-	(2,940,091)	(2,940,091)
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

			Year Ended December 31, 2022
	Share Capital		Foreign
			Share-Based	Currency		Total
	Number of		Payments	Translation		Shareholders'
	Shares	Amount	Reserve	Reserve	Deficit	Equity
		$	$	$	$	$
Balance at December 31, 2021	95,167,581	42,251,621	15,580,002	5,738,410	(56,548,673)	7,021,360
Common shares issued for:
- private placements	6,603,764	1,792,950	-	-	-	1,792,950
Share issue costs	-	(9,715)	-	-	-	(9,715)
Share-based compensation - options	-	-	37,033	-	-	37,033
Currency translation adjustment	-	-	-	520,011	-	520,011
Net loss for the year	-	-	-	-	(3,296,236)	(3,296,236)
Balance at December 31, 2022	101,771,345	44,034,856	15,617,035	6,258,421	(59,844,909)	6,065,403

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

Page 7

LAKE VICTORIA GOLD LTD. (formerly Tembo Gold Corp.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in Canadian Dollars)

_______________________________________________________________________________________________________

	Year Ended December 31
	2023	2022
	$	$
Operating activities
Net loss for the year	(2,940,091)	(3,296,236)
Adjustments for:
Depreciation	29,489	27,591
Share-based compensation	487,756	37,033
Gain on disposition of exploration and evaluation assets	-	(1,115,959)
Changes in non-cash working capital items:
GST receivable	71	(37,646)
Prepaid expenses and deposits	(132,561)	(59,184)
Accounts payable and accrued liabilities	348,198	(238,791)
Interest payable	33,476	15,925
Net cash used in operating activities	(2,173,662)	(4,667,267)
Investing activities
Expenditures on exploration and evaluation assets	(1,884,649)	(2,348,306)
Net proceeds from sale of exploration and evaluation assets	-	7,508,280
Deposit	-	(708,168)
Additions to plant and equipment	(13,660)	(34,897)
Net cash (used in) provided by investing activities	(1,898,309)	4,416,909
Financing activities
Issuance of common shares	240,000	1,792,950
Share issue costs	-	(9,715)
Share subscriptions received	2,227,069	-
Advances received	-	12,496
Repayment of advances	-	(12,496)
Promissory note payable	-	353,498
Net cash provided by financing activities	2,467,069	2,136,733
Effect of exchange rate changes on cash	(23,539)	(281,305)
Net change in cash	(1,628,441)	1,605,070
Cash at beginning of year	2,255,550	650,480
Cash at end of year	627,109	2,255,550

Supplemental cash flow information - See Note 12

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

Page 8

LAKE VICTORIA GOLD LTD. (formerly Tembo Gold Corp.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

(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. See Note 5(b). 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 consolidated financial statements have been prepared on a going concern basis. As at December 31, 2023 the Company had working capital of $86,444 and an accumulated deficit of $62,785,000. 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 consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS Accounting Standards"), as issued by the International Accounting Standards Board ("IASB").
   Basis of Measurement
   The Company's consolidated financial statements have been prepared on the historical cost basis except for the revaluation of certain financial assets and financial liabilities to fair value. The consolidated financial statements are presented in Canadian dollars unless otherwise stated.
   Details of the Group
   In addition to the Company, the consolidated 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.

Page 9

LAKE VICTORIA GOLD LTD. (formerly Tembo Gold Corp.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

(Expressed in Canadian Dollars)

_____________________________________________________________________________________________

2.	Basis of Preparation (continued)
	As at December 31, 2023 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

Critical Judgments and Sources of Estimation Uncertainty

The preparation of these consolidated financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Critical Judgments

The following are critical judgments that management has made in the process of applying accounting policies and that have the most significant effect on the amounts recognized in the financial statements:

1. The determination of a subsidiary's functional currency often requires significant judgment when the primary economic environment in which they operate may not be clear. This can have a significant impact on the consolidated results of the Company based on the foreign currency translation methods used.
2. Management is required to assess impairment in respect of intangible exploration and evaluation assets. The triggering events are defined in IFRS 6. In making the assessment, management is required to make judgments on the status of each project and the future plans towards finding commercial reserves. The nature of exploration and evaluation activity is such that only a proportion of projects are ultimately successful and some assets are likely to become impaired in future periods.
3. The assessment of the probability of future taxable income in which deferred tax assets can be utilized is based on the Company's estimate of future profits or losses adjusted for significant non-taxable income and expenses and specific limits to the use of any unused tax loss or credit. The tax rules in the jurisdictions in which the Company operates are also carefully taken into consideration. If a positive forecast of taxable income indicates the probable use of a deferred tax asset, especially when it can be utilized without a time limit, that deferred tax asset is usually recognized in full. The recognition of deferred tax assets that are subject to certain legal or economic limits or uncertainties is assessed individually by management based on the specific facts and circumstances.

Estimation Uncertainty

The following are key assumptions concerning the future and other key sources of estimation uncertainty that have a significant risk of resulting in a material adjustment to the carrying amount of assets and liabilities within the next financial year:

1. Depreciation expense is allocated based on assumed useful life of property, plant and equipment. Should the useful life differ from the initial estimate, an adjustment would be made in the statement of operations.

Page 10