NR 25-03 Viva Gold Announces Closing of $1.6 Million Private Placement Offering
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NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES.
NR 25-03
Viva Gold Announces Closing of $1.6 Million Private Placement Offering
Langley, British Columbia – April 3, 2025: Viva Gold Corp. ("Viva Gold" or the “Company”) (TSX
Venture Exchange: VAU) is pleased to announce that it has completed a non-brokered private
placement offering (the "Offering"). In connection with the closing of the Offering, the Company
issued an aggregate of 12,576,974 units (the "Units") at a price of CDN$0.13 per Unit for gross
proceeds of CDN$1,635,007. Each Unit consists 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 is exercisable
to acquire one Share at an exercise price of CDN$0.17 per Share until April 2, 2028, which is 36
months from the date of issuance.
“This financing will allow the company to complete an updated NI43-101 compliant resource
estimate and Preliminary Economic Assessment (“PEA”) study already underway for the Tonopah
gold project (“Tonopah”) located near Tonopah, Nevada. In addition, this financing will enable
the company to commence work on recommendations made by the qualified persons authoring
the PEA and to move the project into feasibility study,” stated James Hesketh, President & CEO.
Insiders of the Company acquired an aggregate of 2,871,869 Units in the Offering, which
participation constituted a "related party transaction" as defined under Multilateral Instrument
61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Such
participation is exempt from the formal valuation and minority shareholder approval
requirements of MI 61-101 as neither the fair market value of the Units acquired by the insiders,
nor the consideration for the Units paid by such insiders, exceed 25% of the Company's market
capitalization. As required by MI 61 101, the Company advises that it expects to file a material
change report relating to the Offering less than 21 days before completion of the Offering, which
is necessary to complete the Offering in an expeditious manner and is reasonable in the
circumstances.
Viva plans to allocate the proceeds of the Offering, net of any finder’s fees, towards completing
PEA study work at its Tonopah Gold Project, and to prepare the asset to move into feasibility
study and secondarily for general working capital purposes.
The Company will pay aggregate finder’s fees of CDN$29,120 and 224,000 Share purchase
warrants (the “Finder’s Warrants”) in connection with subscriptions from subscribers introduced
to the Offering by Canaccord Genuity Corp. Each Finder’s Warrant is exercisable to acquire one
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Share in the capital of the Company at an exercise price of CDN$0.17 per Share until April 2, 2027,
which is 36 months from the date of issuance.
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 built a high confidence gold mineral
resource at Tonopah since commencing work in 2018. The Company plans to update the
resource model and initiate feasibility study in 2025, both of which are major catalysts and
value creation events for shareholders.
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 with early access to high grade
mineralization, tested gold recovery, and key infrastructure in place. The project is supported
by compelling economic PEA study.
Viva Gold trades on the TSX Venture exchange “VAU”, on the OTCQB "VAUCF" and on the
Frankfurt exchange "7PB". Viva currently has ~145.5 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.sedarplus.ca and please visit our website: 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.
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.
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For further information please contact:
James Hesketh, President & CEO
(720) 291-1775
Graham Farrell, Investor Relations
(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. 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 https://www.sedarplus.ca/ 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.