Viva Gold Announces Private Placement Offering

Viva Gold Corp. announced a proposed non-brokered private placement offering to raise up to C$3,000,000. The financing will consist of issuing up to 18,750,000 units at a price of C$0.16 per unit. Each unit will include one common share and one common share purchase warrant. Each warrant will be exercisable at C$0.24 for 36 months from the closing date.

The company intends to use the proceeds primarily for: - Pre-Feasibility/Feasibility study work at its Tonopah Gold Project, including technical and environmental studies. - Geophysical surveys and other geologic work, including drilling. - General working capital purposes.

The offering is subject to the approval of the TSX Venture Exchange. Certain insiders are expected to participate, and the transaction is expected to be exempt from formal valuation and minority shareholder approval requirements under MI 61-101.

This private placement is a necessary financing step for Viva Gold, a development-stage gold company. The company's financial statements for the nine months ended July 31, 2025, show a cash balance of C$991,377 and a net cash outflow from operating activities of C$1,970,090. This indicates a rapid cash burn rate, making additional capital essential for continued operations and project advancement.

The announced C$3,000,000 financing provides crucial funds for moving the Tonopah Gold Project from the recently completed Preliminary Economic Assessment (PEA) into more advanced Pre-Feasibility/Feasibility study work, as well as necessary environmental studies and further exploration. The PEA, released in July 2025, highlighted a pre-production capital expenditure of US$219.9 million, indicating significant future funding requirements beyond this immediate placement.

However, the terms of the private placement are dilutive for existing shareholders. The unit price of C$0.16 is below the stock's most recent closing price of C$0.19 (December 10, 2025). The issuance of 18,750,000 new shares represents a significant dilution of approximately 12.9% relative to the 145,531,635 shares currently outstanding (as of July 31, 2025). Furthermore, the 18,750,000 new warrants, exercisable at C$0.24, introduce potential for additional future dilution if the stock price appreciates above that level.

The participation of insiders, while noted, does not provide enough detail to assess its significance without knowing the extent of their investment. While insider participation can be a positive signal of confidence, the overall dilutive nature of the financing at a discounted price prevents this from being a materially positive event. It addresses a critical funding need but comes with expected costs to shareholders. Therefore, the news is assessed as routine and neutral, as it ensures the company's survival and progress but does not offer unexpected upside or downside beyond what is typical for a junior miner.

Viva Gold Corp. is a Canadian gold exploration and development company focused on advancing its 100%-owned Tonopah Gold Project in Nevada, USA. The company aims to develop an economically viable open-pit, heap leach/mill gold project.

Flagship Project: Tonopah Gold Project * Location: Situated in the prolific Walker Lane Mineral Trend in Western Nevada, USA, an established mining jurisdiction known for its streamlined permitting process. * Nature: A near-surface, well-oxidized, epithermal gold/silver deposit, characterized by higher-grade veins and breccias within a blanket of low-grade disseminated gold mineralization. * Development Status: The project is currently in the development stage, having recently completed an updated NI 43-101 compliant Mineral Resource Estimate (MRE) and a Preliminary Economic Assessment (PEA) in July 2025. The company is now actively working towards a Pre-Feasibility/Feasibility study and initiating the permitting process. * Key PEA Results (July 7, 2025, at US$2,400/oz Au price): * After-tax NPV (5% discount): US$111.6 million * After-tax Internal Rate of Return (IRR): 17.6% * Mine Life: 7 years (plus 1 year residual recovery) * Total Payable Gold Production: 404,000 ounces * Average All-in Sustaining Cost (AISC): US$1,269/oz Au * Pre-production Capital Expenditure: US$219.9 million (includes US$1M for 1% NSR acquisition option) * Mineral Resources (July 7, 2025, at 0.15 g/t Au cut-off): * Measured & Indicated: 504,000 oz Gold @ 0.59 g/t Au and 1,800,000 oz Silver @ 2.05 g/t Ag * Inferred: 83,000 oz Gold @ 0.37 g/t Au and 402,000 oz Silver @ 1.81 g/t Ag