Revival Gold Closes $9 Million Private Placement and Announces Strategic Relationship With Orion Mine Finance - Seite 2

A portion of the Private Placement was completed by Medalist Capital Ltd. and PI Financial Corp. (collectively the "Agents") on a brokered basis. A commission was paid to the Agents which included the cash payment of $132,541 and the issuance to the Agents of 220,902 agent's warrants exercisable into Shares at $0.60 per Share for a period of 24 months following the closing of the Private Placement.

Additionally, the Company paid a commission on a non-brokered portion of the Private Placement to a finder. The commission paid to the finder consisted of a cash payment of $166,212 and the issuance to the finder of 277,020 finder's warrants exercisable into Shares at $0.60 per share for a period of 24 months following closing of the Private Placement.

In connection with the Private Placement, Hugh Agro, President, Chief Executive Officer and a Director of the Company, Michael Mansfield, a Director of the Company, and Steven T. Priesmeyer, Vice President, Exploration of the Company (collectively "Insiders") have acquired 253,334 Units in the aggregate. This issuance of Units to Insiders is considered a "related party transaction" as such term is defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under MI 61-101 on the basis that participation in the Offering by Insiders does not exceed 25% of the fair market value of the Company's market capitalization.

Strategic Relationship

Orion's subscription of Units in Revival provides that, until December 31, 2019, in the event of: (i) a proposed acquisition of a new project or entity by the Company; or (ii) the development of any existing project of the Company, and such acquisition or development has a value equal to or greater than US$25 million (a "Subject Transaction"), the parties will enter into good faith negotiations over a 15-day exclusive period regarding the terms of financing for the Subject Transaction (the "Orion Acquisition or Development Financing"). Any such Orion Acquisition or Development Financing will consist of a mix of debt, equity, or metal streaming, with the specific allocation and terms to be determined at the time of negotiation of such financing, subject to the intended use of funds and to agreement by the parties.