Viva Gold Announces Private Placement Offering
(TheNewswire)
Langley, British Columbia -- December 11, 2025 – TheNewswire - Viva Gold Corp. ("Viva Gold" or the“Company”) (TSXV: VAU, OTCQB: VAUCF) is pleased to announce itsintention to complete a non-brokered private placement (the"Offering") of up to 18,750,000 units(the "Units") at a price of CDN$0.16 per Unit for gross proceeds ofup to CDN$3,000,000. Each Unit will consist of one commonshare in the capital of the Company (a “Share”) and one-half of one non-transferable common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each whole Warrant will beexercisable to acquire one Share at an exercise price of CDN$0.24 perShare for a period of 36 months from the date of issuance.
Certain insiders of the Company may acquire Units in the Offering. Any participation by insiders in the Private Placement would constitute a "related party transaction" as defined underMultilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions(“MI 61-101”) . However, the Company expectssuch participation would be exempt from the formal valuation andminority shareholder approval requirements of MI 61-101 as the fair market value of the Units subscribed for by the insiders, nor the consideration for the Units paid by such insiders, would exceed 25% of the Company's marketcapitalization.
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, andfinally for general working capital purposes.
The Company may pay finder’s fees on a portion of the Offering, subject to compliance with the policies of the TSX Venture Exchange and applicable securitieslegislation.
Closing of the Offering is subject to approval of the TSX Venture Exchange.
The securities issued under the Offering, and any Shares that may be issuable on exercise of any such securities, will be subject to a statutory holdperiod expiring four months and one day from the date of issuance ofsuch securities.
For further information please contact:
James Hesketh, President &CEO
(720) 291-1775
Graham Farrell, InvestorRelations
(416) 842-9003
graham.farrell@vivagoldcorp.com
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 Projectin an environmentally and socially responsible fashion. These valuesare aligned with management’s core values and permeate throughoutour decision-making process. Viva Gold is led by CEO James Hesketh, a40-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.com and please visit our website :https://vivagoldcorp.com/ .
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 sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not beregistered under the United States Securities Act of1933 , as amended (the " U.S. Securities Act "), or any state securities laws and may not be offeredor sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws oran exemption from such registration is available.
Cautionary Statement Regarding Forward-Looking Information
Certain information contained in this news release constitutes “forward-lookinginformation” or “forward-looking statements” (collectively, “forward-looking information”). Withoutlimiting the foregoing, such forward-looking information includesstatements regarding the process and completion of the Offering, the use of proceeds of theOffering and any statements regarding 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 similar words and the negative form thereof are used to identify forward-looking information. Forward-looking information should not be read as guaranteesof future performance or results, and will not necessarily be accurateindications of whether, or the times at or by which, such futureperformance will be achieved. Forward-looking information is based on information available at the time and/or the Company management’s good faith belief with respect to future events and is subject to known or unknownrisks, uncertainties, assumptions and other unpredictable factors,many of which are beyond the Company’s control. For additionalinformation with respect to these and other factors and assumptionsunderlying the forward-looking information made in this news release,see the Company’s most recent Management’s Discussion and Analysisand financial statements and other documents filed by the Company withthe Canadian securities commissions and the discussion of risk factorsset out therein. Such documents are available at www.sedarplus.ca under theCompany’s profile and on the Company’s website, https://vivagoldcorp.com/ . The forward-looking informationset forth herein reflects the Company’s expectations as at the dateof this news release and is subject to change after such date. TheCompany disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required bylaw.
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