Dissemination IN the Unite D States . Nr 19-7 Viva GOLD Announces Repricing of Private Placement
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITE D STATES .
NR 19-7
VIVA GOLD ANNOUNCES REPRICING OF PRIVATE PLACEMENT
VANCOUVER, BC - May 23, 2019 - Viva Gold Corp. ("Viva Gold" or the “Company”) (TSX
Venture Exchange: VAU) announces that it has repriced its previously announced non-brokered private
placement (see news release dated April 3, 2019). The private placement is being re -priced to more
accurately reflect the current market price of the Company’s common shares.
The non-brokered private placement (the "Offering") will consist of up to 5,000,000 units (the "Units")
at a new price of CDN$0.30 per Unit for gross proceeds of up to CDN $1,500,000. Each Unit will
consist of one common share in t he capital of the Company (a “Share”) and one whole transferable
common share purchase warrant (a “Warrant”). Each whole Warrant will be exercisable to acquire one
Share at an exercise price of CDN$0.40 per Share for a period of 24 months from the date of issuance.
Proceeds will be utilized to advance and perform technical studies on the Tonopah project, including
drilling operations, and for general corporate working capital purposes.
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 under Multilateral
Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”).
However, the Company expects such participation would be exempt from the formal valuation and
minority shareholder approval re quirements 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 market capitalization.
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 securities legislation. 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 hold period expiring four months and one day from the date of
issuance of such securities.
Correction to Viva’s May 21, 2019 Press Release
The line shown in t he Pit-Confined Mineral Resource table in our May 21 , 2019 press release was
incorrectly calculated and the Measured and Indicated should have read 253,000 ounces at a grade of
0.89 g/t Au resulting in a 36% increase.
About Viva Gold
Viva Gold is a gold exploration and development company with a focus on Nevada. Viva holds 100%
of the Tonopah Gold Project, a large land position with demonstrated high-grade measured, indicated
and inferred gold resources, located on the prolific Walker Lane Trend in Nevada, 36 kilometers south-
east of the Round Mountain mine of Kinross Gold and 30 kilometers from the Town of Tonopah. Viva’s
management team has extensive experience in mining exploration, development and production and are
supported by a Board of Directors and advisors who are proven mine fi nders, deal makers and
financiers. Viva trades on the TSX-V as “VAU”, on the OTCBB in the US as “VAUCF” and on the
Frankfurt exchange under “ 7PB”. For additional information on Viva Gold and the Tonopah Gold
Project, please visit our website: www.vivagoldcorp.com.
For further information please contact:
James Hesketh, President & CEO
(720) 291-1775
Valerie Kimball, Director of Investor Relations
720-933-1150
Neither the TSX Venture Exchange nor its Regulation Service Provider (as the term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy 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 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 unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption from such registration is available.
Cautionary Statement Regarding Forward-Looking Information
Certain information contained in t his news release constitutes “forward-looking information” or
“forward-looking statements” (collectively, “forward- looking information”). Without limiting the
foregoing, such forward-looking information includes statements regarding the process and completion
of t he Offering, the use of proceeds of the Offering and any statements regarding the Company’s
business plans, expectations and objectives. In t his 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 guarantees of future performance or results, and will not necessarily
be accurate indications of whether, or the times at or by which, such future performance 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 f uture events and is subject to known or
unknown risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond
the Comp any’s control. For additional information with respect to t hese and other factors and
assumptions underlying the forward-looking information made in this news release, see the Company’s
most recent Management’s Discussion and Analysis and financial statements and other documents filed
by the Company with the Canadian securities commissions and the discussion of risk factors set out
therein. Such documents 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 herein
reflects the Company’s expectations as at the date of this news release and is subject to change after
such date. The Company 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
by law.