Revival Gold Announces Pricing of Previously Announced C$7 Million Brokered Equity Financing - Seite 2

The net proceeds from the sale of the Subscription Receipts (the “Escrowed Funds”), net of 50% of the Cash Commission and the Agent’s expenses will be deposited and held in escrow by the Subscription Receipt Agent pending the satisfaction or waiver of the Escrow Release Conditions.

As consideration for their services, the Agents will receive a cash commission of 6% of the gross proceeds of the Offering (the “Cash Commission”) and compensation warrants (the “Compensation Warrants”) in an amount equal to 6% of the number of Subscription Receipts sold pursuant to the Offering. Each Compensation Warrant will be exercisable to purchase one Revival Subco Share at the Issue Price for a period of twenty-four (24) months from the satisfaction of the Escrow Release Conditions (as defined below). 50% of the Agent’s Cash Commission will be held in escrow by the Subscription Receipt Agent and such Cash Commission shall be released to the Agents upon satisfaction of the Escrow Release Conditions. The Compensation Warrants are expected to be exchanged for common share purchase warrants of the Company upon satisfaction of the Escrow Release Conditions.

The escrow release conditions for the Offering (the “Escrow Release Conditions”) are expected to be as follows:

• Written confirmation from Revival Gold and Revival Subco of the completion or irrevocable waiver or satisfaction of all conditions precedent to the Transaction (except such conditions that can only be satisfied at the effective time of the Transaction);‎
• The receipt of all required regulatory, and shareholder approvals, as applicable, for the Transaction and the Offering, including the conditional approval of the listing of the Revival Shares to be issued in connection with the Offering on the TSX Venture Exchange (the “TSXV”);
• Written confirmation to the Agents from each of the Company and Ensign that all conditions of the Transaction have been satisfied or waived, other than release of the Escrowed Funds, and that the Transaction shall be completed forthwith upon release of the Escrowed Funds;
• The distribution of the Revival Shares following the satisfaction of the Escrow Release Conditions being exempt from applicable Canadian prospectus and registration requirements of applicable securities laws and not subject to any hold or restricted period;
• The Company and Ensign shall not be in breach or default of any of its covenants or obligations under the Subscription Receipt Agreement or the agency agreement to be entered into among Revival, Revival Subco and the Agents (the “Agency Agreement”), except (in the case of the Agency Agreement only) for those breaches or defaults that have been waived by the Agents and all conditions set out in the Agency Agreement shall have been fulfilled;
• Revival Gold, Revival Subco, Ensign, and the lead agent (on its own behalf and on behalf of the Agents) having delivered a joint notice to the Subscription Receipt Agent confirming that the conditions set forth have been satisfied or waived (to the extent such ‎waiver is permitted); and
• Such other customary escrow release conditions as may be required by the Company or the Subscription Receipt Agent.