Viva Gold Closes $1.4 Million Private Placement
NR 23-16
Viva Gold Closes $1.4 Million Private Placement
VANCOUVER, BC – December 21, 2023 – Langley, British Columbia -- Viva Gold Corp. ("Viva Gold" or the
“Company”) (TSX Venture Exchange: VAU) is pleased to announce that it has completed the non-brokered private
placement (the "Offering") described in its news release of November 21, 2023. In connection with the closing of
the Offering, the Company issued an aggregate of 11,663,061 units (the "Units") at a price of CDN$0.12 per Unit
for gross proceeds of CDN$1,399,567, provided that the closing on 5,989,744 of the Units placed with Company
insiders, representing approximately 51% of the Offering, will remain in escrow pending the final acceptance of
the TSX Venture Exchange.
Each Unit consists of one common share in the capital of the Company (a “Share”) and one whole non-transferable
common share purchase warrant (a “Warrant”). Each whole Warrant is exercisable to acquire one Share at an
exercise price of CDN$0.18 per Share until December 20, 2026 which is 36 months from the date of issuance.
Viva Gold intends to use the net proceeds of the Offering principally towards drilling operations and completion
of additional technical and environmental baseline studies at its Tonopah Gold Project (“Tonopah”), and
secondarily for general working capital purposes.
“This financing will allow Viva to rapidly commence drilling at Tonopah. The focus of this program is to fully define
both the width and extent of the shallow, high grade zones discovered in our 2022/23 drilling programs, with the
goal of further improving project economics and increasing measured and indicated gold resources. We would like
to thank our major shareholders for their continued support in this effort ,” stated James Hesketh, President and
CEO.
The participation of Company insiders in the Offering to the extent of 5,989,744 Units constitutes 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.
The Company will pay aggregate finder’s fees of CDN$12,180.00 and 101,500 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 Share in the capital of the Company at an
exercise price of CDN$0.18 per Share until December 20, 2026, 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.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this release.
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. 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.