(TheNewswire)
VANCOUVER, BC – TheNewswire - December 21, 2023 – Langley,British Columbia -- Viva Gold Corp. ("Viva Gold" or the“Company”) (TSX:VAU ) is pleased toannounce that it has completed the non-brokered private placement (the"Offering") described in its news release of November 21,2023. In connection with the closing of the Offering, the Companyissued an aggregate of 11,663,061 units (the "Units") at aprice of CDN$0.12 per Unit for gross proceeds of CDN$1,399,567,provided that the closing on 5,989,744 of the Units placed withCompany insiders, representing approximately 51% of the Offering, willremain in escrow pending the final acceptance of the TSX VentureExchange.
Each Unit consists of one common share in the capitalof the Company (a “Share”) and one whole non-transferable commonshare purchase warrant (a “Warrant”). Each whole Warrant isexercisable to acquire one Share at an exercise price of CDN$0.18 perShare until December 20, 2026 which is 36 months from the date ofissuance.
Viva Gold intends to use the net proceeds of theOffering principally towards drilling operations and completion ofadditional technical and environmental baseline studies at its TonopahGold Project (“Tonopah”), and secondarily for general workingcapital purposes.
“ Thisfinancing will allow Viva to rapidly commence drilling at Tonopah. Thefocus of this program is to fully define both the width and extent ofthe shallow, high grade zones discovered in our 2022/23 drillingprograms, with the goal of further improving project economics andincreasing measured and indicated gold resources. We would like tothank our major shareholders for their continued support in thiseffort ,” stated James Hesketh, President andCEO .
The participation of Company insiders in the Offeringto the extent of 5,989,744 Units constitutes a "related partytransaction" as defined under Multilateral Instrument 61-101Protection of Minority Security Holders in Special Transactions (“MI61-101”). Such participation is exempt from the formal valuation andminority shareholder approval requirements of MI 61-101 as neither thefair market value of the Units acquired by the insiders, nor theconsideration for the Units paid by such insiders, exceed 25% of theCompany's market capitalization. As required by MI 61-101, the Companyadvises that it expects to file a material change report relating tothe Offering less than 21 days before completion of the Offering,which is necessary to complete the Offering in an expeditious mannerand is reasonable in the circumstances.
The Company will pay aggregate finder’s fees ofCDN$12,180.00 and 101,500 Share purchase warrants (the “Finder’sWarrants”) in connection with subscriptions from subscribersintroduced to the Offering by Canaccord Genuity Corp. Each Finder’sWarrant is exercisable to acquire one Share in the capital of theCompany at an exercise price of CDN$0.18 per Share until December 20,2026, which is 36 months from the date of issuance.
The securities issued under the Offering, and anyShares that may be issuable on exercise of any such securities, willbe subject to a statutory hold period expiring four months and one dayfrom the date of issuance of such securities.
Neither the TSXV nor its Regulation Services Provider(as that term is defined in the policies of the TSXV) acceptsresponsibility for the adequacy or accuracy of this release.
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 theCompany’s profile and on the Company’s website, https://vivagoldcorp.com/ . The forward-looking information set forth herein reflectsthe Company’s expectations as at the date of this news release andis subject to change after such date. The Company disclaims anyintention or obligation to update or revise any forward-lookinginformation, whether as a result of new information, future events orotherwise, other than as required by law.
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