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Dundee Corporation to participate on a pro rata basis
August 26, 2026 TheNewswire - Viva Gold Corp. ("Viva Gold" or the "Company") (TSX Venture Exchange: VAU) is pleased to announce its intention 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 of up to CDN$3,000,000. 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$0.24 per Share for a period of 36 months from the date of issuance. Proceeds of the Offering will be used principally to fund follow-up drilling at the Company's new gold discovery at Midway Hills and to advance the Tonopah Gold Project into the mine permitting process.
"Discovery of long thicknesses of +1.0 g/t gold in the Midway Hills opened up a new target type at Tonopah —gold in a rock package that prior operators never tested," said James Hesketh, President and Chief Executive Officer of Viva Gold. "This financing allows us to get back on that discovery with the drill while continuing to advance the base project, completing the engineering and environmental work required to file a Mine Plan of Operations and begin the permitting process. Dundee's participation on a pro rata basis is a strong endorsement from a shareholder that knows this asset well."
Dundee Corporation, which currently holds approximately 19.9% of Viva Gold's outstanding common shares, has indicated its intention to participate in the Offering on a pro-rata basis to maintain its current ownership position.
Certain insiders of the Company may acquire Units in the Offering. Any participation by insiders in the Offering would constitute a "related party transaction" as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company expects that any such participation would be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of the Units subscribed for by insiders, nor the consideration paid for such Units by insiders will exceed 25% of the Company's market capitalization.
Viva Gold intends to use the net proceeds of the Offering, after payment of any finder's fees, to advance its 100%-owned Tonopah Gold Project in Nevada, including: follow-up exploration drilling at the new gold discovery in the Midway Hills zone of the project; detailed engineering work; environmental baseline studies; and preparation of the Mine Plan of Operations required to commence the mine permitting process. The balance of the net proceeds will be used 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
Viva Gold's 100%-owned Tonopah Gold Project is located within a large land position in established goldmining country on the prolific Walker Lane Structural Trend in western Nevada, approximately a 30-minute drive south of Kinross Gold's Round Mountain Mine. Viva has defined a high-confidence gold mineral resource and has demonstrated the potential for an economically viable open-pit, heap leach/mill gold project through its 2025 preliminary economic assessment (PEA). Prefeasibility Study has been initiated on the project with a final report due in fourth quarter of 2026. Viva Gold is committed to advancing the Tonopah Gold Project in an environmentally and socially responsible manner, consistent with management's core values. Viva Gold is led by CEO James Hesketh, a 40-year mining industry veteran who has led the development and construction of eight mines globally. The Board and management team includes experienced mining professionals with expertise in exploration, project development, construction, and mine operations. Viva Gold trades on the TSX Venture Exchange (VAU), the OTCQB (VAUCF), and the Frankfurt Exchange (7PB). Viva currently has approximately 172 million shares outstanding. The Company is advancing its Tonopah Gold Project in mining-friendly Nevada with the support of institutional shareholders. More information is available on https://www.sedar.com and at www.vivagoldcorp.com.
Qualified Person
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.
For further information please contact:
James Hesketh, President & CEO
(720) 291-1775
Graham Farrell, Investor Relations
(416) 842-9003
graham.farrell@vivagoldcorp.com
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.
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.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.
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