MARKET WIRE NEWS

Viva Gold Closes Oversubscribed Private Placement

Source: TheNewsWire

(TheNewswire)

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITEDSTATES.

Langley, British Columbia -- December 30, 2025 –TheNewswire - Viva GoldCorp. ("Viva Gold" or the “Company”) (TSXV: VAU; VAUCF:OTCQB) is pleased to announce that on December 29, 2025 the Companyhas completed the non-brokered private placement (the"Offering") described in its news release of December 11,2025. In connection with the closing of the Offering, the Companyissued an aggregate of 26,145,456 units (the "Units") at aprice of CDN$0.16 per Unit for gross proceeds of CDN$4,183,273. EachUnit consists of one common share in the capital of the Company (a“Share”) and one-half of one non-transferable common sharepurchase warrant (each whole common share purchase warrant, a“Warrant”). Each whole Warrant is exercisable to acquire one Shareat an exercise price of CDN$0.24 per Share until December 29, 2028which is 36 months from the date of issuance.

“The strong support shown in this financing by bothViva’s existing and new shareholders is a vote of confidence in thefuture of the Tonopah Gold Project. These funds will allow the Companyto move aggressively into pre-feasibility/feasibility study work andultimately into permitting, a major catalyst for Nevada miningprojects. We wish all our investors and supporters a very happyholiday season and look forward to a very busy and successful 2026,”states James Hesketh, President & CEO.      

Insiders of the Company acquired an aggregate of6,490,956 Units in the Offering, which participation constituted a"related party transaction" as defined under MultilateralInstrument 61-101 Protection of Minority Security Holders in SpecialTransactions (“MI 61-101”). Such participation is exempt from theformal valuation and minority shareholder approval requirements of MI61-101 as neither the fair market value of the Units acquired by theinsiders, nor the consideration for the Units paid by such insiders,exceed 25% of the Company's market capitalization. As required byMI 61-101, the Company advises that it expects to file a materialchange report relating to the Offering less than 21 days beforecompletion of the Offering, which is necessary to complete theOffering in an expeditious manner and is reasonable in thecircumstances.

Viva Gold intends to allocate the proceeds of theOffering, net of any finder’s fees, towardsPre-Feasibility/Feasibility study work at its Tonopah Gold Projectincluding required technical and environmental studies, secondarilyfor geophysical survey and other geologic work including drilling atTonopah, and finally for general working capital purposes.

The Company will pay aggregate finder’s fees ofCDN$84,154 and 525,962 Share purchase warrants (the “Finder’sWarrants”) in connection with subscriptions from subscribersintroduced to the Offering by Canaccord Genuity Corp, Research CapitalCorporation, Red Cloud Securities Inc and Haywood Securities Inc. Eachnon-transferable Finder’s Warrant is exercisable to acquire oneShare in the capital of the Company at an exercise price of CDN$0.24per Share until December 29, 2028, which is 36 months from the date ofissuance.

The Offering remains subject to final approval of theTSX Venture Exchange.

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 TSX Venture Exchange norits Regulation Services Provider (as the term is defined in thepolicies of the TSX Venture Exchange) accepts responsibility for theadequacy of this news release.

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 statesecurities laws and may not be offered or sold within the UnitedStates or to U.S. Persons unless registered under the U.S. SecuritiesAct and applicable state securities laws or an exemption from suchregistration is available.

 

For further information please contact:

 

James Hesketh, President &CEO

(720) 291-1775

jhesketh@vivagoldcorp.com

Graham Farrell, InvestorRelations

(416) 842-9003

graham.farrell@vivagoldcorp.com

About Viva Gold Corp.

Viva Gold’s 100% owned Tonopah gold project sits inthe middle of gold mining country about a half hour drive south of theRound Mountain mine owned by Kinross Gold and controls a major landposition on the prolific Walker Lane Trend in Western Nevada. Viva hasdeveloped a high confidence level gold Mineral Resource and candemonstrate the potential for an economically viable open pit, heapleach/mill gold project through rigorous PEA study. Viva Gold iscommitted to developing the Tonopah Gold Project in an environmentallyand socially responsible fashion. These values are aligned withmanagement’s core values and permeate throughout our decision-makingprocess. Viva Gold is led by CEO James Hesketh, a 40-year veteran in the mining space who has led the development and construction of mines around the world throughout his career. Jameshas surrounded himself with equally experienced mining professionalsboth on the management team and the board. Viva Gold trades on the TSXVenture exchange “VAU”, on the OTCQB "VAUCF" and on the Frankfurt exchange "7PB". Viva currently has ~145.3 million shares outstanding and boasts a best-in-class management team and board withdecades of 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.sedarplus.comand please visit our website :https://vivagoldcorp.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 whichare beyond the Company’s control. For additional information withrespect to these and other factors and assumptions underlying theforward-looking information made in this news release, see theCompany’s most recent Management’s Discussion and Analysis andfinancial statements and other documents filed by the Company with theCanadian securities commissions and the discussion of risk factors setout therein. Such documents are available at www.sedarplus.ca under theCompany’s profile and on the Company’s website, https://vivagoldcorp.com/. Theforward-looking information set forth herein reflects the Company’sexpectations as at the date of this news release and is subject tochange after such date. The Company disclaims any intention orobligation to update or revise any forward-looking information,whether as a result of new information, future events or otherwise,other than as required by law.

 

Copyright (c) 2025 TheNewswire - All rights reserved.

Viva Gold Corp.

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