NR 25-02 Viva Gold Announces Private Placement Offering
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NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES.
NR 25-02
Viva Gold Announces Private Placement Offering
Langley, British Columbia – March 13, 2024: Viva Gold Corp. ("Viva Gold" or the “Company”) (TSXV: VAU;
OTCQB: VAUCF) is pleased to announce its intention to complete a non-brokered private placement (the
"Offering") of up to 15,384,616 units (the "Units") at a price of CDN$0.13 per Unit for gross proceeds of
up to CDN$2,000,000. Each Unit will consist of one common share 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 be exercisable to acquire one Share at an
exercise price of CDN$0.17 per Share 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 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 requirements of MI61-101 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.
Viva plans to allocate the proceeds of the Offering, net of any finder’s fees, towards completing
Preliminary Economic Analysis study work at its Tonopah Gold Project (“Tonopah”), and to prepare the
asset to move into Feasibility Study and secondarily 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 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.
About Viva Gold Corp:
The Tonopah project sits in the middle of gold mining country about a half hour drive south of the Round
Mountain mine owned by Kinross Gold and controls a major land position on the prolific Walker Lane
Trend in Western Nevada. Viva has both grown and upgraded the Tonopah gold resource base since
initially commencing work in 2018. The Company has commenced work on an updated Preliminary
Economic Analysis of the project after completion of two drill programs in 2024. The Company plans to
prepare the project to commence Feasibility Study in 2025, both of which are major catalysts and value
creation events for shareholders.
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Viva Gold is led by CEO James Hesketh, a 40-year veteran in the mining space who has led the
development and construction of eight other mines around the world throughout his career. James has
surrounded himself with equally experienced mining professionals both on the management team and
the board.
The Tonopah Gold Project, a potential open pit, heap leach/mill opportunity, has all the hallmarks of a
successful mining development project as key infrastructure is in place and is supported by compelling
economic PEA studies.
Viva Gold trades on the TSX Venture exchange “VAU”, on the OTCQB "VAUCF" and on the Frankfurt
exchange "7PB". Viva currently has ~132.9 million shares outstanding and boasts a best-in-class
management team and board with decades of gold exploration and production experience. The Company
is advancing its high-grade Tonopah Gold Project in mining friendly Nevada with the support of several
institutional shareholders. More information can be found on https://www.Sedar.Com and please visit
our website: http://www.vivagoldcorp.com.
Viva is committed to developing the Tonopah Gold Project in an environmentally and socially responsible
fashion. These values are aligned with management’s core values and permeate throughout our decision-
making process.
James Hesketh, MMSA-QP, has approved the scientific and technical disclosure contained in this press
release. Mr. Hesketh is not independent of the Company; he is an Officer and Director.
Neither the TSX Venture Exchange nor its Regulation Services 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.
For further information please contact:
James Hesketh, President & CEO
(720) 291-1775
Graham Farrell, Harbor Access
(416) 842-9003
Cautionary Statement Regarding Forward-Looking Information
Certain information contained in this 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 the Offering, the use of proceeds of the Offering 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.
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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 future events and is subject
to known or unknown risks, uncertainties, assumptions and other unpredictable factors, many of
which are beyond the Company’s control. For additional information with respect to these 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.