Viva Gold raises $1.09M in U.S. private offering

Viva Gold Corp. reports a Rule 506(b) private U.S. unit offering totaling $1.09 million sold so far, with additional potential proceeds from warrant exercises.

Rhea-AI Filing Summary

Viva Gold Corp. (VAUCF) is conducting a private exempt offering of securities in the United States under Regulation D Rule 506(b). The company is offering equity units consisting of one common share and one-half warrant, with each whole warrant exercisable at CAD $0.24 for 36 months.

Viva Gold has sold $1,086,470 of securities in this offering and indicates a further $814,853 tied to the aggregate exercise price of warrants sold in the United States. The issuer reports no revenues, and a portion of net proceeds may be used for general working capital, including ordinary-course payments to officers and directors.

Filing Explained

The Form D reports a private offering in which securities sold include units containing one common share and one-half warrant. If the common shares in those units are issued, the added shares would increase the total share count and reduce existing holders’ percentage ownership; the filing separately reports sales rather than an issuance amount.

Key Figures

Total Amount Sold: $1,086,470 USD Total Remaining to be Sold: $814,853 USD Warrant Exercise Price: CAD $0.24 per whole warrant +5 more

8 metrics

Total Amount Sold $1,086,470 USD Proceeds from securities sold in the exempt offering

Total Remaining to be Sold $814,853 USD Aggregate exercise price of all warrants sold in the United States

Warrant Exercise Price CAD $0.24 per whole warrant Exercise price for warrants in each unit

Warrant Term 36 months Duration that each whole warrant is exercisable

Exchange Rate 0.7247 Bank of Canada daily rate used on September 9, 2026 to convert CAD to USD

Revenue Range No revenues Issuer size classification for the company

Date of First Sale September 9, 2026 Initial sale date for the Regulation D offering

Finders’ Fees $0 USD Reported finder’s fees for the offering

Key Terms

Regulation D, Rule 506(b), accredited investors, covered securities, +2 more

6 terms

Regulation D regulatory

"if the issuer is claiming a Regulation D exemption for the offering"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

Rule 506(b) regulatory

"Federal Exemption(s) and Exclusion(s) Claimed ... Rule 506(b)"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

accredited investors regulatory

"securities in the offering have been or may be sold to persons who do not qualify as accredited investors"

Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

covered securities regulatory

"If the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA"

Bank of Canada daily exchange rate financial

"US dollars were converted from Canadian dollars using the 0.7247 Bank of Canada daily exchange rate"

aggregate exercise price financial

"Total Remaining to be Sold represents the aggregate exercise price of all warrants sold"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What type of securities is Viva Gold Corp. (VAUCF) offering in this Form D filing?

Viva Gold Corp. is offering units, each comprising one common share and one-half common share purchase warrant. Each whole warrant has an exercise price of CAD $0.24 and a 36‑month term, and the offering is made under Regulation D Rule 506(b).

How much has Viva Gold Corp. (VAUCF) raised in this exempt offering?

Viva Gold Corp. reports a Total Amount Sold of $1,086,470 USD in this exempt U.S. offering. This figure reflects proceeds from the sale of the units described, converted from Canadian dollars using a 0.7247 Bank of Canada daily exchange rate on September 9, 2026.

What is the remaining potential amount in Viva Gold Corp.’s (VAUCF) offering?

The company discloses a Total Remaining to be Sold of $814,853 USD, representing the aggregate exercise price of all warrants sold in the United States. This amount would be realized only if those warrants are exercised at their stated terms.

When did Viva Gold Corp. (VAUCF) first sell securities in this offering?

Viva Gold Corp. indicates a Date of First Sale of September 9, 2026 for this Regulation D Rule 506(b) offering. The Form D is filed as a New Notice rather than an amendment.

How will Viva Gold Corp. (VAUCF) use the proceeds from this private offering?

The company states that a portion of the net proceeds may be used for general working capital purposes, which can include payments to officers and directors in the ordinary course. It also notes that proceeds are not earmarked specifically for such payments.

Does Viva Gold Corp. (VAUCF) pay any finders’ fees in this offering?

Viva Gold Corp. reports Finders’ Fees of $0 USD for this exempt offering. No sales commissions or finder’s fee expenses are disclosed in the provided section of the filing.

What is Viva Gold Corp.’s (VAUCF) current revenue status according to this Form D?

The issuer categorizes itself in the “No Revenues” range, indicating it does not report revenue for the size classification in this notice. This positions the company as a non-revenue or pre-revenue issuer for Form D purposes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/21/2026 - 05:12 PM Accepted by SEC EDGAR 09/21/2026 - 05:11 PM Learn about SEC filing dates

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001723047

Aintree Resources Inc.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Viva Gold Corp.

Jurisdiction of Incorporation/Organization

BRITISH COLUMBIA, CANADA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Viva Gold Corp.
Street Address 1		Street Address 2
#302 - 8047 199 STREET
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
LANGLEY	BRITISH COLUMBIA, CANADA	V2Y 0E2	720-291-1775

3. Related Persons

Last Name	First Name	Middle Name
Hesketh	James
Street Address 1	Street Address 2
#302 - 8047 199 STREET
City	State/Province/Country	ZIP/PostalCode
LANGLEY	BRITISH COLUMBIA, CANADA	V2Y 0E2

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Krause	Steven
Street Address 1	Street Address 2
#302 - 8047 199 STREET
City	State/Province/Country	ZIP/PostalCode
LANGLEY	BRITISH COLUMBIA, CANADA	V2Y 0E2

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Herald	Christopher	E.
Street Address 1	Street Address 2
#302 - 8047 199 STREET
City	State/Province/Country	ZIP/PostalCode
LANGLEY	BRITISH COLUMBIA, CANADA	V2Y 0E2

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Whittle	David	E.
Street Address 1	Street Address 2
#302 - 8047 199 STREET
City	State/Province/Country	ZIP/PostalCode
LANGLEY	BRITISH COLUMBIA, CANADA	V2Y 0E2

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Mahoney	Edward
Street Address 1	Street Address 2
#302 - 8047 199 STREET
City	State/Province/Country	ZIP/PostalCode
LANGLEY	BRITISH COLUMBIA, CANADA	V2Y 0E2

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Boland	Andrew
Street Address 1	Street Address 2
#302 - 8047 199 STREET
City	State/Province/Country	ZIP/PostalCode
LANGLEY	BRITISH COLUMBIA, CANADA	V2Y 0E2

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Goldstone	Adrian
Street Address 1	Street Address 2
#302 - 8047 199 STREET
City	State/Province/Country	ZIP/PostalCode
LANGLEY	BRITISH COLUMBIA, CANADA	V2Y 0E2

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

X

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
X	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2026-09-09				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? X Yes No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	X	Other (describe)
		Units, each comprised of one common share and one-half common share purchase warrant, with each whole warrant having an exercise price of CAD $0.24 and a term of 36 months.

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$1,901,323	USD	or Indefinite
Total Amount Sold	$1,086,470	USD
Total Remaining to be Sold	$814,853	USD	or Indefinite

Clarification of Response (if Necessary):

US dollars were converted from Canadian dollars using the 0.7247 Bank of Canada daily exchange rate on 2026-09-09. Total Remaining to be Sold represents the aggregate exercise price of all warrants sold in the United States.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

5

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD X Estimate

Clarification of Response (if Necessary):

A portion of the net proceeds may be used for general working capital purposes, including for payments to officers and directors in the ordinary course, but proceeds are not earmarked for such payments.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Viva Gold Corp.	/s/ Shayla Forster	Shayla Forster	Corporate Secretary	2026-09-17

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.