Viva Gold Corp. — Proxy Solicitation & Information Statement 2025

Mar 18, 2025

VIVA GOLD CORPORATION

NOTICE OF ANNUAL GENERAL MEETING OF THE SHAREHOLDERS

TAKE NOTICE THAT an Annual General Meeting (the “Meeting”) of the shareholders of VIVA GOLD CORPORATION (the “Company”) will be held at 10:00 am (Vancouver Time) on April 17, 2025 for the following purposes:

1. To receive the financial statements of the Company for the year ended October 31, 2024, together with the report of the auditors thereon;
2. To appoint Saturna Group of Chartered Professional Accountants LLP as the auditor of the Company for the ensuing year.
3. To elect up to six (6) individuals as directors of the Company to serve until the next annual meeting of the shareholders or until their successors are duly elected or appointed;
4. To approve by ordinary resolution the renewal of the Company’s Stock Option Plan, as described in the information circular for the Meeting (the “Information Circular”) which accompanies this Notice;
5. To transact such further or other business as may be properly brought before the Meeting or any adjournment or postponement thereof.

Accompanying this Notice are the Company’s Management Information Circular, a Form of Proxy or Voting Instruction Form and a request card for use by Shareholders who wish to receive our financial statements. The accompanying Management Information Circular provides information relating to the matters to be addressed at the meeting and is incorporated into this Notice. Shareholders of record as at the close of business on March 10, 2025 (the “Record Date”) will be entitled to receive notice of and vote at the Meeting.

Shareholders are entitled to vote at the Meeting in person or by proxy. Those unable to attend are requested to read, complete, date, sign and return the enclosed Form of Proxy or Voting Instruction Form to Computershare Investor Services Inc., at 8th Floor, 100 University Avenue, Toronto, Canada M5J 2Y1 on or before 10:00 a.m. (Vancouver Time) on April 15, 2025. If you are a non-registered Shareholder of Common Shares of the Company and a non-objecting beneficial owner, and receive a voting instruction form from our transfer agent, Computershare, please complete and return the form in accordance with the instructions of Computershare. If you do not complete and return the form in accordance with such instructions, you may lose your right to vote at the meeting.

If you are a non-registered Shareholder of Common Shares of the Company and an objecting beneficial owner and receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or such other intermediary. If you do not complete and return the materials in accordance with such instructions, you may lose your right to vote at the Meeting.

Please complete the enclosed form of proxy or voting instruction form and submit it to our transfer agent, Computershare Investor Services Inc., as soon as possible, but no later than 10:00 a.m. (Vancouver Time) on April 15, 2025.

DATED at Vancouver, British Columbia as of the March 10, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

"James Hesketh"
James Hesketh
President, Chief Executive Officer and a Director