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December 30, 2025 TheNewswire - Viva Gold Corp. ("Viva Gold" or the "Company") (TSXV: VAU,OTC:VAUCF; VAUCF: OTCQB) is pleased to announce that on December 29, 2025 the Company has completed the non-brokered private placement (the "Offering") described in its news release of December 11, 2025. In connection with the closing of the Offering, the Company issued an aggregate of 26,145,456 units (the "Units") at a price of CDN$0.16 per Unit for gross proceeds of CDN$4,183,273. 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$0.24 per Share until December 29, 2028 which is 36 months from the date of issuance.
"The strong support shown in this financing by both Viva's existing and new shareholders is a vote of confidence in the future of the Tonopah Gold Project. These funds will allow the Company to move aggressively into pre-feasibility/feasibility study work and ultimately into permitting, a major catalyst for Nevada mining projects. We wish all our investors and supporters a very happy holiday season and look forward to a very busy and successful 2026," states James Hesketh, President & CEO. Â Â Â
Insiders of the Company acquired an aggregate of 6,490,956 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 Gold intends to allocate the proceeds of the Offering, net of any finder's fees, towards Pre-Feasibility/Feasibility study work at its Tonopah Gold Project including required technical and environmental studies, secondarily for geophysical survey and other geologic work including drilling at Tonopah, and finally for general working capital purposes.
The Company will pay aggregate finder's fees of CDN$84,154 and 525,962 Share purchase warrants (the "Finder's Warrants") in connection with subscriptions from subscribers introduced to the Offering by Canaccord Genuity Corp, Research Capital Corporation, Red Cloud Securities Inc and Haywood Securities Inc. Each non-transferable Finder's Warrant is exercisable to acquire one Share in the capital of the Company at an exercise price of CDN$0.24 per Share until December 29, 2028, which is 36 months from the date of issuance.
The Offering remains subject to final 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.
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.
ÂFor further information please contact:
ÂJames Hesketh, President & CEO
(720) 291-1775
Graham Farrell, Investor Relations
(416) 842-9003
graham.farrell@vivagoldcorp.com
About Viva Gold Corp.
Viva Gold's 100% owned Tonopah gold 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 developed a high confidence level gold Mineral Resource and can demonstrate the potential for an economically viable open pit, heap leach/mill gold project through rigorous PEA study. Viva Gold 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. Viva Gold is led by CEO James Hesketh, a 40-year veteran in the mining space who has led the development and construction of mines around the world throughout his career. James has surrounded himself with equally experienced mining professionals both on the management team and the board. Viva Gold trades on the TSX Venture exchange "VAU", on the OTCQB "VAUCF" and on the Frankfurt exchange "7PB". Viva currently has ~145.3 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.com and please visit our website :https://vivagoldcorp.com/.
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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