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Langley, British Columbia – TheNewswire - June 10, 2024: VivaGold Corp. ("Viva Gold" or the “Company”) (TSX VentureExchange: VAU) is pleased to announce its intention to complete anon-brokered private placement (the "Offering") of up tomaximum of 26,666,667 units (the "Units") at a price ofCDN$0.15 per Unit for maximum gross proceeds of up to CDN$4,000,000.The Offering is not subject to a minimum amount. Each Unit willconsist of one common share in the capital of the Company (a“Share”) and one half of one non-transferable common sharepurchase warrant (a “Warrant”). Each whole Warrant will beexercisable to acquire one Share at an exercise price of CDN$0.22 perShare for a period of 36 months from the date of issuance.
“Our recent drilling results haveconfirmed what we have believed all along, that Viva’s Tonopah GoldProject has the potential to be a viable gold project right in themiddle of gold mining country, Nevada. This financing will allow theCompany to advance the project from a Preliminary Economic Assessmentlevel project to a Pre-Feasibility Study level project. We plan tocomplete up to 4,000 meters of resource definition and metallurgicalsample drilling this summer to follow up on the highly successfuldrill program that we completed earlier this year. We also plan toinitiate additional engineering, metallurgical and environment studiesto meet our goal of declaring an updated mineral resource andcompleting a pre-feasibility study later this year,” stated JamesHesketh, President and CEO.
The Company may pay finder’s fees on a portion of theOffering, subject to compliance with the policies of the TSX VentureExchange and applicable securities legislation. Closing of theOffering is subject to approval of the TSX Venture Exchange. Thesecurities issued under the Offering, and any Shares that may beissuable on exercise of any such securities, will be subject to astatutory hold period expiring four months and one day from the dateof issuance of such securities.
Viva plans to allocate the proceeds of the Offering,net of any finder’s fees, by spending up to $1.8 million on drillingand $1.6 Million on technical and environmental study work at itsTonopah Gold Project (“ Tonopah ”), located in Nevada, andsecondarily up to $0.6 million for general working capital purposes.
The Offering is available to investors in reliance onexemptions from the prospectus requirement set out in NationalInstrument 45-106 ProspectusExemptions and BC Instrument45-536 Exemption fromprospectus requirement for certain distributions through an investmentdealer and the corresponding blanket orders andrules in the other Canadian jurisdictions that have adopted the sameor a similar exemption from the prospectus requirement (collectively,the "Investment Dealer Exemption"). The Investment DealerExemption is available in each of Alberta, British Columbia,Saskatchewan, Manitoba and New Brunswick to a person or company whohas obtained advice regarding the suitability of the investment from aperson registered as an investment dealer in such person’s orcompany’s jurisdiction. As required by the Investment DealerExemption, the Company confirms there is no material fact or materialchange relating to the Company that has not been generallydisclosed.
Certain insiders of the Company may acquire Units inthe Offering. Any participation by insiders in the Private Placementwould constitute a "related party transaction" as definedunder Multilateral Instrument 61-101 Protection of Minority SecurityHolders in Special Transactions (“MI 61-101”). However, theCompany expects such participation would be exempt from the formalvaluation and minority shareholder approvalrequirements of MI 61-101 as the fair market value of the Unitssubscribed for by the insiders, nor the consideration for the Unitspaid by such insiders, would exceed 25% of the Company's marketcapitalization.
About Viva Gold Corp:
The Tonopah project is a major 100%-owned land positionon the prolific Walker Lane gold trend in western Nevada and issituated about a half hour drive south of the Round Mountain mineowned by Kinross Gold and controls a major land position on theprolific Walker Lane Trend in Western Nevada. Viva has consistentlygrown its resources since 2018 and recently completed a drill programto further define and grow the current resource base. The Companyplans to update the resource model and initiate Pre-Feasibility Studyin 2024, both of which are major catalysts and value creation eventsfor shareholders.
Viva Gold is led by CEO James Hesketh, a 40-yearveteran in the mining space who has led the development andconstruction of eight other mines around the world throughout hiscareer. James has surrounded himself with equally experienced miningprofessionals both on the management team and the board.
The Tonopah Gold Project, a potential open pit, heapleach/mill opportunity, has all the hallmarks of a successful miningdevelopment project as key infrastructure is in place and is supportedby compelling economic studies.
Please reach out and get to know us as 2024 is shapingup to be a transformational year.
Viva Gold trades on the TSX Venture exchange “VAU”,on the OTCQB "VAUCF" and on the Frankfurt exchange"7PB". Viva currently has ~118.4 million shares outstandingand boasts a best-in-class management team and board with decades ofboth gold exploration and production experience. The Company isadvancing its high-grade Tonopah Gold Project in mining friendlyNevada with the support of several institutional shareholders. Moreinformation can be found on https://www.Sedar.Com and please visitour website: www.vivagoldcorp.com .
Viva is committed to developing the Tonopah GoldProject in an environmentally and socially responsible fashion. Thesevalues are aligned with management’s core values and permeatethroughout our decision-making process.
Neither the TSX Venture Exchange nor its RegulationServices Provider (as the term is defined in the policies of the TSXVenture Exchange) accepts responsibility for the adequacy of this newsrelease.
This news release does not constitute an offer to sellor a solicitation of an offer to buy any of the securities in theUnited States. The securities have not been and will not be registeredunder the United States Securities Act of 1933, as amended (the"U.S. Securities Act"), or any state securities laws and maynot be offered or sold within the United States or to U.S. Personsunless registered under the U.S. Securities Act and applicable statesecurities laws or an exemption from such registration isavailable.
For further information please contact:
James Hesketh, President &CEO
(720) 291-1775
Graham Farrell, Harbor Access
(416) 842-9003
graham.farrell@harbor-access.com
Cautionary Statement RegardingForward-Looking Information
Certain information contained in this news releaseconstitutes “forward-looking information” or “forward-lookingstatements” (collectively, “forward- looking information”).Without limiting the foregoing, such forward-looking informationincludes statements regarding the process and completion of theOffering, the use of proceeds of the Offering and any statementsregarding the Company’s business plans, expectations and objectives.In this news release, words such as “may”, “would”,“could”, “will”, “likely”, “believe”, “expect”,“anticipate”, “intend”, “plan”, “estimate” and similarwords and the negative form thereof are used to identifyforward-looking information. Forward-looking information should not beread as guarantees of future performance or results, and will notnecessarily be accurate indications of whether, or the times at or bywhich, such future performance will be achieved. Forward-lookinginformation is based on information available at the time and/or theCompany management’s good faith belief with respect to future eventsand is subject to known or unknown risks, uncertainties, assumptionsand other unpredictable factors, many of which are beyond theCompany’s control. For additional information with respect to theseand other factors and assumptions underlying the forward-lookinginformation made in this news release, see the Company’s most recentManagement’s Discussion and Analysis and financial statements andother documents filed by the Company with the Canadian securitiescommissions and the discussion of risk factors set out therein. Suchdocuments are available at www.sedar.com under the Company’s profile and on the Company’s website, https://vivagoldcorp.com/ .The forward-looking information set forth hereinreflects the Company’s expectations as at the date of this newsrelease and is subject to change after such date. The Companydisclaims any intention or obligation to update or revise anyforward-looking information, whether as a result of new information,future events or otherwise, other than as required by law.
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