Lahontan Announces Closing of Upsized Private Placement

Rhea-AI Summary

Lahontan Gold Corp (OTCQB:LGCXF) closed an upsized non-brokered private placement on November 25, 2025, issuing 16,665,868 Units at $0.15 per Unit for gross proceeds of $2,499,880.20. Each Unit includes one common share and one-half warrant (one full Warrant per two Units) exercisable at $0.25 for two years, with a potential acceleration if the share price trades at CAD$0.35 for 10 consecutive trading days after four months and one day.

Proceeds will fund general working capital and exploration at the Santa Fe Mine and West Santa Fe projects; issued securities are subject to a four months plus one day hold. Finder fees totaled $28,910.39 and 192,735 broker warrants. An insider purchased 300,000 Units, constituting a related party transaction under TSXV/MI 61-101.

Positive

• Gross proceeds of $2,499,880.20 raised
• Offering upsized from 13,333,333 to 16,665,868 Units due to demand
• Proceeds allocated to Santa Fe and West Santa Fe exploration

Negative

• Issued 16,665,868 Units and warrants create shareholder dilution risk
• Warrants and broker warrants exercisable at $0.25 for two years add potential future dilution
• Related party participation of 300,000 Units and no 21‑day pre-closing material change report filed

TORONTO, ON / ACCESS Newswire / November 25, 2025 / Lahontan Gold Corp. (TSXV:LG)(OTCQB:LGCXF) (the "Company" or "Lahontan") announces that, further to its press release of October 29, 2025, it has closed a non-brokered private placement through the issuance of 16,665,868 units (each, a "Unit") in the capital of the Company at a price of $0.15 per Unit for gross proceeds of $2,499,880.20 (the "Offering"). Due to investor demand, the Company upsized the Offering from 13,333,333 Units to 16,665,868 Units.

Each Unit was comprised of one common share (each, a "Common Share") in the capital of the Company and one-half of one whole Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share at a price of $0.25 per Common Share for a period of two (2) years from the date of issuance, provided, however, that should the closing price at which the Common Shares trade on the TSX Venture Exchange (or any such other stock exchange in Canada as the Common Shares may trade at the applicable time) is equal to or exceeds CDN$0.35 for ten (10) consecutive trading days at any time following the date that is four months and one day after the date of issuance, the Company may accelerate the Warrant Term (the "Reduced Warrant Term") such that the Warrants shall expire on the date which is 30 business days following the date a press release is issued by the Company announcing the Reduced Warrant Term.

Gross proceeds raised from the Offering will be used for general working capital purposes and for exploration at the Company's Santa Fe Mine and West Santa Fe Projects. 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 and the resale rules of applicable securities legislation.

In connection with the Offering, the Company paid certain eligible finders cash commissions in the aggregate of $28,910.39 and issued 192,735 broker warrants (each, a "Broker Warrant"). Each Broker Warrant entitles the holder thereof to acquire one Common Share at a price of $0.25 per Common Share for a period of two (2) years from the date of issuance, provided, however, that should the closing price at which the Common Shares trade on the TSX Venture Exchange (or any such other stock exchange in Canada as the Common Shares may trade at the applicable time) is equal to or exceeds CDN$0.35 for ten (10) consecutive trading days at any time following the date that is four months and one day after the date of issuance, the Company may accelerate the warrant term (the "Reduced Broker Warrant Term") such that the Broker Warrants shall expire on the date which is 30 business days following the date a press release is issued by the Company announcing the Reduced Broker Warrant Term.

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 ("MI 61-101") as an insider of the Company acquired 300,000 Units 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.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons as defined under applicable United States securities laws unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Lahontan Gold Corp.

Lahontan Gold Corp. is a Canadian mine development and mineral exploration company that holds, through its US subsidiaries, four gold and silver exploration properties in the Walker Lane of mining friendly Nevada. Lahontan's flagship property, the 28.3 km² Santa Fe Mine project, had past production of 359,202 ounces of gold and 702,067 ounces of silver between 1988 and 1995 from open pit mines utilizing heap-leach processing. The Santa Fe Mine has a Canadian National Instrument 43-101 compliant Indicated Mineral Resource of 1,539,000 oz Au Eq(48,393,000 tonnes grading 0.92 g/t Au and 7.18 g/t Ag, together grading 0.99 g/t Au Eq) and an Inferred Mineral Resource of 411,000 oz Au Eq (16,760,000 grading 0.74 g/t Au and 3.25 g/t Ag, together grading 0.76 g/t Au Eq), all pit constrained (Au Eq is inclusive of recovery, please see Santa Fe Project Technical Report and note below*). 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. For more information, please visit our website: www.lahontangoldcorp.com

* Please see the "Preliminary Economic Assessment, NI 43-101 Technical Report, Santa Fe Project", Authors: Kenji Umeno, P. Eng., Thomas Dyer, PE, Kyle Murphy, PE, Trevor Rabb, P. Geo, Darcy Baker, PhD, P. Geo., and John M. Young, SME-RM; Effective Date: December 10, 2024, Report Date: January 24, 2025. The Technical Report is available on the Company's website and SEDAR+. Mineral resources are reported using a cut-off grade of 0.15 g/t AuEq for oxide resources and 0.60 g/t AuEq for non-oxide resources. AuEq for the purpose of cut-off grade and reporting the Mineral Resources is based on the following assumptions gold price of US$1,950/oz gold, silver price of US$23.50/oz silver, and oxide gold recoveries ranging from 28% to 79%, oxide silver recoveries ranging from 8% to 30%, and non-oxide gold and silver recoveries of 71%.

Qualified Person

Brian J. Maher, M.Sc., CPG-12342, is a "Qualified Person" as defined under Canadian National Instrument 43-101, Standards of Disclosure for Mineral Projects, and has reviewed and approved the content of this news release in respect of all technical disclosure other than the Mineral Resource Estimate as noted above.‎ Mr. Maher is Vice President-Exploration for Lahontan Gold and has verified the data disclosed in this news release, including the sampling, ‎‎analytical and test data underlying the disclosure.

On behalf of the Board of Directors

Kimberly Ann

Founder, CEO, President, and Director

FOR FURTHER INFORMATION, PLEASE CONTACT:

Lahontan Gold Corp.

Kimberly Ann
Founder, Chief Executive Officer, President, Director
Phone: 1-530-414-4400
Email: Kimberly.ann@lahontangoldcorp.com

Website: www.lahontangoldcorp.com

Cautionary Note Regarding Forward-Looking Statements:

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Except for statements of historical fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are based on the opinions and estimates at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements including, but not limited to delays or uncertainties with regulatory approvals, including that of the TSXV. There are uncertainties inherent in forward-looking information, including factors beyond the Company's control. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements. Additional information identifying risks and uncertainties that could affect financial results is contained in the Company's filings with Canadian securities regulators, which filings are available at www.sedar.com

SOURCE: Lahontan Gold Corp

View the original press release on ACCESS Newswire

FAQ

How much did Lahontan (LGCXF) raise in the November 25, 2025 private placement?

Lahontan raised $2,499,880.20 by issuing 16,665,868 Units at $0.15 per Unit.

What are the warrant terms in Lahontan's LGCXF upsized offering dated November 25, 2025?

Each whole warrant is exercisable at $0.25 for two years, with possible acceleration if shares trade ≥ CAD$0.35 for 10 consecutive trading days after four months and one day.

How will Lahontan (LGCXF) use proceeds from the November 2025 private placement?

Proceeds are designated for general working capital and exploration at Santa Fe Mine and West Santa Fe projects.

Did Lahontan (LGCXF) pay finders or issue broker warrants in the November 25, 2025 offering?

Yes — cash commissions of $28,910.39 were paid and 192,735 broker warrants were issued.

Was there insider participation in Lahontan's (LGCXF) November 25, 2025 offering and does it trigger related party rules?

An insider acquired 300,000 Units, making the offering a related party transaction under TSXV and MI 61-101; the company relied on specific exemptions.