Lahontan Gold Corp. (TSX-V:LG, OTCQB:LGCXF) is pleased to announce that, further to its press release of January 17, 2025, the Company has closed its non-brokered private placement financing for gross proceeds of Cdn$720,000 through the issuance of 36,000,000 common shares  in the capital of the Company at a price of Cdn$0.02 per Common Share.

The Company also wishes to announce that Victoria Gold Corp. has completed the sale of 42,132,139 Common Shares of Lahontan, representing 17.4% of the Company’s outstanding Common Shares, after giving effect to the Offering. The sale was made through a share purchase agreement in reliance upon the prospectus exemptions contained in NI 45-102. Lahontan understands the purchasers to be comprised of existing shareholders, including two prominent precious metals institutional investors.

Kimberly Ann, Lahontan Gold Corp CEO, Chair, and Founder commented: “The Company is very pleased to close this fully subscribed no-warrant Offering and to see the completion of the Victoria Sale.  Following closing of the Offering and completion of the Victoria Sale, a significant majority of the Company’s Common Shares are now held by a group of very supportive long-term investors, including Company management, who share a common vision of the Company’s future and the full development of the Santa Fe Mine project. In particular, the Victoria Sale removes a significant share overhang which we believe has negatively affected the Company’s share price since Victoria announced on August 15, 2024 that it had entered into receivership. With management aligned with our key shareholders, Lahontan looks forward to a successful 2025, driving forward our mine permitting activities and targeting opportunities to enhance the Santa Fe Mine project Preliminary Economic Assessment.”

Gross proceeds raised from the Offering will be used for general working capital purposes as follows: (i) approximately 29% will be used for general and administrative purposes; (ii) approximately 29% will be used for exploration at the Company’s Santa Fe Mine project; (iii) approximately 17% will be used for metallurgical testing and supporting consultants for the Company’s Santa Fe Mine project; and (iv) approximately 25% will be used at the Company’s Santa Fe Mine project for exploration permitting.  Less than 10% of the proceeds from the Offering will be used for payments to non-arm’s length parties of the Company other than normal course compensation of its officers, directors, employees and consultants as part of general working capital purposes or to persons conducting investor relations activities.

All securities issued in connection with the Offering will be subject to a hold period of four months plus a day from the date of issuance (June 5, 2025) and the resale rules of applicable securities legislation.

The Offering constituted a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions as an insider of the Company acquired 10,000,000 Common Shares pursuant to the Offering. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is not listed on a specified market and the fair market value of the participation in the Offering by the insider does not exceed 25% of the market capitalization of the Company in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the of the Offering, which the Company deems reasonable in the circumstances in order to complete the Offering in an expeditious manner.

About Lahontan Gold Corp

Lahontan Gold Corp. is a Canadian mine development and mineral exploration company that holds, through its US subsidiaries, four top-tier gold and silver exploration properties in the Walker Lane of mining friendly Nevada. Lahontan’s flagship property, the 26.4km² Santa Fe Mine project, had past production of 356,000 ounces of gold and 784,000 ounces of silver between 1988 and 1995 from open pit mines utilizing heap-leach processing (Nevada Division of Minerals, www.ndomdata.com). The Santa Fe Mine has a Canadian National Instrument 43-101 compliant Indicated Mineral Resource of 1,539,000 oz Au Eq (grading 0.99 g/t Au Eq) and an Inferred Mineral Resource of 411,000 oz Au Eq (grading 0.76 g/t Au Eq), all pit constrained (Au Eq is inclusive of recovery, please see Santa Fe Project Technical Report*). The Company plans to continue advancing the Santa Fe Mine project towards production, update the Santa Fe Preliminary Economic Assessment, and drill test its satellite West Santa Fe project during 2025.