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

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TORONTO, April 15, 2024 (GLOBE NEWSWIRE) -- Revival Gold Inc. (TSXV: RVG, OTCQX: RVLGF) (“Revival Gold” or the “Company”) is pleased to announce pricing of its previously announced $7,000,000 brokered private placement (the “Offering”). The Offering is proposed to be completed concurrently with the acquisition by the Company of all the issued and outstanding shares of Ensign Minerals Inc. (“Ensign”) pursuant to a three-cornered amalgamation (the “Transaction”) between the Company, Ensign, and Revival Gold Amalgamation Corp. (“Revival Subco”). Please see the Company’s press release dated April 10, 2024, for further information on the Transaction.

The Company has entered into an agreement with Paradigm Capital Inc. and BMO Capital Markets, to act as lead agents and joint bookrunners, on behalf of a syndicate of agents, which includes Beacon Securities Limited (collectively, the “Agents”) for the sale of up to 21,875,000 subscription receipts of Revival Subco (the “Subscription Receipts”) at a price of C$0.32 per Subscription Receipt (the “Issue Price”) for aggregate gross proceeds of up to C$7,000,000. subject to an increase pursuant to the Over-Allotment Option (as defined below). The Company has also granted the Agents an option, exercisable, in whole or in part, for a period of up to 48 hours prior to the closing of the Offering, to sell up to an additional 15% of the Subscription Receipts offered under the Offering (the “Over-Allotment Option”).

The net proceeds of the Offering are expected to be used by the Company, following completion of the Transaction, to complete a Preliminary Economic Assessment (“PEA”) on Ensign’s Mercur Project, advance permitting preparations on the Company’s Beartrack-Arnett Project (“Beartrack-Arnett”), continue exploration for high-grade material at Beartrack-Arnett, and for working capital and general corporate purposes.

Each Subscription Receipt shall represent the right of a holder to receive, upon satisfaction or waiver of the Escrow Release Conditions (as defined below), without payment of additional consideration, one common share of Revival Subco (a “Revival Subco Share”) and one-half of one Revival Subco common share purchase warrant (each whole such warrant, a “Revival Subco Warrant”), in accordance with the terms and conditions of a subscription receipt agreement to be entered into among the Company, Revival Subco and a subscription receipt and escrow agent (the “Subscription Receipt Agent”) upon closing of the Offering (the “Subscription Receipt Agreement”). Pursuant to the terms of the Transaction, the Offering and the Subscription Receipt Agreement, each Revival Subco Share issued under the Offering will be exchanged for one common share of the Company (a “Revival Share”), and each Revival Subco Warrant will be exchanged for one Revival Share purchase warrant (a "Revival Warrant"). Each Revival Warrant will be exercisable by the holder thereof for one Revival Share (each, a “Revival Warrant Share”) at an exercise price of C$0.45 per Revival Warrant Share for a period of thirty-six (36) months following the date of issuance, subject to adjustments in certain events.