kai erfle - Revival Gold

Revival Gold Announces Closing of Previously Announced Brokered Equity Financing and Update on Ensign Acquisition

kai erfle on May 2, 2024

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Toronto, ON – May 2, 2024 – Revival Gold Inc. (TSXV: RVG, OTCQX: RVLGF) (“Revival Gold” or the “Company”) is pleased to announce the successful completion of its previously announced brokered private placement for gross proceeds of $7,167,464 (the “Offering”). The Offering was co-led by Paradigm Capital Inc. and BMO Capital Markets, on behalf of a syndicate of agents, which included Beacon Securities Limited (the “Agents”).

The Offering was completed in connection with the proposed 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”), a wholly owned subsidiary of the Company. Shareholders of Ensign overwhelmingly approved the Transaction at a meeting of shareholders held on May 1, 2024. Closing of the Transaction is expected to occur within the next couple of weeks and is subject to the satisfaction of certain terms and conditions. Please see the Company’s press release dated April 10, 2024, for further information on the Transaction. The Transaction remains subject to the satisfaction of certain conditions and the approval of the TSX Venture Exchange (the “TSXV”)

Under the Offering, 22,398,325 subscription receipts of Revival Subco (the “Subscription Receipts”) were sold by Revival Subco at a price of $0.32 per Subscription Receipt (the “Issue Price”). Each Subscription Receipt represents 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 entered into among the Company, Revival Subco and Marrelli Trust Company Limited (the “Subscription Receipt Agent”) dated May 2, 2024 (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 satisfaction or waiver of the Escrow Release Conditions, subject to adjustments in certain events.

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 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.

As consideration for their services, the Agents are entitled to receive: (i) a cash commission of $430,048; and (ii) 1,343,900 non-transferable compensation warrants (the “Compensation Warrants”). Each Compensation Warrant entitles the holder 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. 50% of the Agent’s aggregate cash commission and corporate finance fee, and the Compensation Warrants, were paid and issued, respectively, to the Agents upon closing of the Offering, with the remainder to be paid to the Agents upon satisfaction or waiver of the Escrow Release Conditions.

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

The escrow release conditions for the Offering (the “Escrow Release Conditions”) are 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 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, Revival Subco 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 dated May 2, 2024 entered into among Revival, Revival Subco, Ensign 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; and
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).

In the event that the Escrow Release Conditions are not satisfied on or before the date which is 75 days following the closing of the Offering, or if prior to such time, the Company advises the lead agent or announces to the public that it does not intend to or will be unable to satisfy the Escrow Release Conditions or that the Transaction has been terminated or abandoned, the net escrowed proceeds under the Offering (plus any interest accrued thereon) will be returned to the holders of the Subscription Receipts on a pro-rata basis and the Subscription Receipts will be cancelled without any further action on the part of the holders. To the extent that the escrowed proceeds are not sufficient to refund the aggregate issue price paid to the holders of the Subscription Receipts, the Company will be responsible and liable to contribute such amounts as are necessary to satisfy any shortfall.

The Subscription Receipts are subject to a hold period of four months and one day from the date of issuance. The Revival Shares and Revival Warrants to be issued upon the conversion of Subscription Receipts and closing of the Transaction will not be subject to a hold period under applicable Canadian securities laws.

Certain insiders of the Company, namely Hugh Agro, Robert Chausse, Wayne Hubert, Michael Mansfield, Maura Lendon and Tim Warman (together, the “Insiders”) subscribed to the Offering for an aggregate of 1,402,950 Subscription Receipts. This issuance of Subscription Receipts to the Insiders constitutes 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 an exemption from the formal valuation and minority shareholder approval requirements provided under MI 61-101 pursuant to section 5.5(a) and section 5.7(1)(a) of MI 61-101, on the basis that the participation in the Offering by Insiders does not exceed 25% of the fair market value of the Company’s market capitalization. The Subscription Receipts issued to the Insiders, and the Revival Shares and Revival Warrants issuable thereunder, will be subject to a hold period of four months and one day in accordance with the policies of the TSX Venture Exchange (the “TSXV”). The Offering remains subject to certain conditions including but not limited to the approval of the TSXV, satisfaction of the Escrow Release Conditions, completion of the Transaction and other conditions in the Subscription Receipt Agreement.

The Company also announces that it proposes to issue Revival Shares as part of the payment to MPA Morrison Park Advisors Inc. (“MPA”) in connection with their provision of financial advisory services including delivery of a fairness opinion to the Company’s Board of Directors in relation to the Transaction and ancillary matters (the “Services”). The Company entered into a financial advisory services agreement with MPA on February 2, 2024 (the “MPA Agreement”) pursuant to which the Company agreed to pay MPA a cash fee to perform the Services (the “Fee”), payable upon the successful completion of the Transaction. Pursuant to the MPA Agreement, Revival may elect to pay a portion of the Fee, equal to $250,000 in Revival Shares. Accordingly, upon completion of the Transaction, Revival expects to issue to MPA that number of Revival Shares equal to $250,000 based on the closing price of the Revival Shares on the TSXV on the trading day immediately prior to the date the Transaction closes.

The securities offered pursuant to the Offering have not been, nor will they be, registered under the U.S. Securities Act and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. “United States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act.

About Revival Gold Inc.

Revival Gold is a growth-focused gold exploration and development company. The Company is advancing the Beartrack-Arnett Gold Project located in Idaho, USA.

Beartrack-Arnett is the largest past-producing gold mine in Idaho. The Project benefits from extensive existing infrastructure and is the subject of a recent Preliminary Feasibility Study for the potential restart of open pit heap leach gold production operations.

Since reassembling the Beartrack-Arnett land position in 2017, Revival Gold has made one of the largest new discoveries of gold in the United States in the past decade. The mineralized trend at Beartrack extends for over five kilometers and is open on strike and at depth. Mineralization at Arnett is open in all directions.

Additional disclosure including the Company’s financial statements, technical reports, news releases and other information can be obtained at www.revival-gold.com or on SEDAR+ at www.sedarplus.ca.

For further information, please contact:

Hugh Agro, President or CEO or Lisa Ross, CFO
Telephone: (416) 366-4100 or Email: info@revival-gold.com.

Ensign Minerals Inc.

Ensign is a private company existing under the Business Corporations Act (British Columbia) and focused on exploring for precious metals within the Mercur District, Utah, USA. Ensign controls approximately 6,255 hectares in the district where the known mineralization occurs on primarily privately held patented claims. Ensign’s property holdings include Mercur, West Mercur, South Mercur and North Mercur.

Cautionary Statement

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

Forward-looking statements in this document include, but are not limited to, risk factors relating to the timely receipt of all regulatory and third party approvals for the Offering or the Transaction, including that of the TSX Venture Exchange, that the Transaction may not close within the timeframe anticipated or at all or may not close on the terms and conditions currently anticipated by the Company for a number of reasons including, without limitation, as a result of the occurrence of a material adverse change, disaster, change of law or other failure to satisfy the conditions to closing of the Transaction or failure to satisfy the Escrow Release Conditions, the inability of the Company to apply the use of proceeds from the Offering as anticipated, the Company’s objectives, goals and future plans, and statements of intent, the implications of exploration results, mineral resource/reserve estimates and the economic analysis thereof, exploration and mine development plans, timing of the commencement of operations, estimates of market conditions, and statements regarding the results of the pre-feasibility study, including the anticipated capital and operating costs, sustaining costs, net present value, internal rate of return, payback period, process capacity, average annual metal production, average process recoveries, concession renewal, permitting of the project, anticipated mining and processing methods, proposed pre-feasibility study production schedule and metal production profile, anticipated construction period, anticipated mine life, expected recoveries and grades, anticipated production rates, infrastructure, social and environmental impact studies, availability of labour, tax rates and commodity prices that would support development of the Project. Factors that could cause actual results to differ materially from such forward-looking statements include, but are not limited to failure to identify mineral resources, failure to convert estimated mineral resources to reserves, the inability to maintain the modelling and assumptions upon which the interpretation of results are based after further testing, the inability to complete a feasibility study which recommends a production decision, the preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, changes in regulatory requirements, political and social risks, uncertainties relating to the availability and costs of financing needed in the future, uncertainties or challenges related to mineral title in the Company’s projects, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity and in particular gold prices, delays in the development of projects, capital, operating and reclamation costs varying significantly from estimates, the continued availability of capital, accidents and labour disputes, and the other risks involved in the mineral exploration and development industry, an inability to raise additional funding, the manner the Company uses its cash or the proceeds of an offering of the Company’s securities, an inability to predict and counteract the effects of COVID-19 on the business of the Company, including but not limited to the effects of COVID-19 on the price of commodities, capital market conditions, restriction on labour and international travel and supply chains, future climatic conditions, the discovery of new, large, low-cost mineral deposits, the general level of global economic activity, disasters or environmental or climatic events which affect the infrastructure on which the project is dependent, and those risks set out in the Company’s public documents filed on SEDAR+. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Specific reference is made to the most recent Annual Information Form filed on SEDAR+ for a more detailed discussion of some of the factors underlying forward-looking statements and the risks that may affect the Company’s ability to achieve the expectations set forth in the forward-looking statements contained in this presentation. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by law.

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

kai erfle on April 15, 2024

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Toronto, ON – April 15th, 2024 – 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.

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.

In the event that: the Escrow Release Conditions are not satisfied on or before the date which is 75 days following the closing of the Offering, or if prior to such time, the Company advises the lead agent or announces to the public that it does not intend to or will be unable to satisfy the Escrow Release Conditions or that the Transaction has been terminated or abandoned, the net escrowed proceeds under the Offering (plus any interest accrued thereon) will be returned to the holders of the Subscription Receipts on a pro-rata basis and the Subscription Receipts will be cancelled without any further action on the part of the holders. To the extent that the escrowed proceeds are not sufficient to refund the aggregate issue price paid to the holders of the Subscription Receipts, the Company will be responsible and liable to contribute such amounts as are necessary to satisfy any shortfall.

The Offering is expected to close on or about May 2, 2024, and is subject to certain conditions including but not limited to the approval of the TSXV and other necessary regulatory approvals. The Subscription Receipts will be subject to a hold period of four months and one day from the date of issuance. The Revival Shares and Revival Warrants to be issued upon the conversion of Subscription Receipts and closing of the Transaction will not be subject to a hold period under applicable Canadian securities laws.

The Subscription Receipts will be offered by way of: (a) private placement in each of the provinces of Canada pursuant to applicable prospectus exemptions under applicable Canadian securities laws; (b) in the United States or to, or for the account or benefit of U.S. persons, by way of private placement pursuant to the exemptions from registration provided for under Rule 506(b) and/or Section 4(a)(2) of the U.S. Securities Act; and (c) in jurisdictions outside of Canada and the United States as are agreed to by the Company and the Agents on a private placement or equivalent basis.

The securities being offered pursuant to the Offering have not been, nor will they be, registered under the U.S. Securities Act and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. “United States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act.

About Revival Gold Inc.

Revival Gold is a growth-focused gold exploration and development company. The Company is advancing the Beartrack-Arnett Gold Project located in Idaho, USA.

Additional disclosure including the Company’s financial statements, technical reports, news releases and other information can be obtained at www.revival-gold.com or on SEDAR+ at www.sedarplus.ca.

For further information, please contact:

Hugh Agro, President or CEO or Lisa Ross, CFO
Telephone: (416) 366-4100 or Email: info@revival-gold.com.

Ensign Minerals Inc.

Cautionary Statement

Forward-looking statements in this document include, but are not limited to, risk factors relating to the timely receipt of all applicable shareholder, regulatory and third party approvals for the Offering or the Transaction, including that of the TSX Venture Exchange, that the Offering or the Transaction may not close within the timeframe anticipated or at all or may not close on the terms and conditions currently anticipated by the Company for a number of reasons including, without limitation, as a result of the occurrence of a material adverse change, disaster, change of law or other failure to satisfy the conditions to closing of the Offering; the inability of the Company to apply the use of proceeds from the Offering as anticipated; the size of the Offering, the resale restrictions of the securities issued pursuant to the Offering, satisfaction of the Escrow Release Conditions, the Company’s objectives, goals and future plans, and statements of intent, the implications of exploration results, mineral resource/reserve estimates and the economic analysis thereof, exploration and mine development plans, timing of the commencement of operations, estimates of market conditions, and statements regarding the results of the pre-feasibility study, including the anticipated capital and operating costs, sustaining costs, net present value, internal rate of return, payback period, process capacity, average annual metal production, average process recoveries, concession renewal, permitting of the project, anticipated mining and processing methods, proposed pre-feasibility study production schedule and metal production profile, anticipated construction period, anticipated mine life, expected recoveries and grades, anticipated production rates, infrastructure, social and environmental impact studies, availability of labour, tax rates and commodity prices that would support development of the Project. Factors that could cause actual results to differ materially from such forward-looking statements include, but are not limited to failure to identify mineral resources, failure to convert estimated mineral resources to reserves, the inability to maintain the modelling and assumptions upon which the interpretation of results are based after further testing, the inability to complete a feasibility study which recommends a production decision, the preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, changes in regulatory requirements, political and social risks, uncertainties relating to the availability and costs of financing needed in the future, uncertainties or challenges related to mineral title in the Company’s projects, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity and in particular gold prices, delays in the development of projects, capital, operating and reclamation costs varying significantly from estimates, the continued availability of capital, accidents and labour disputes, and the other risks involved in the mineral exploration and development industry, an inability to raise additional funding, the manner the Company uses its cash or the proceeds of an offering of the Company’s securities, an inability to predict and counteract the effects of COVID-19 on the business of the Company, including but not limited to the effects of COVID-19 on the price of commodities, capital market conditions, restriction on labour and international travel and supply chains, future climatic conditions, the discovery of new, large, low-cost mineral deposits, the general level of global economic activity, disasters or environmental or climatic events which affect the infrastructure on which the project is dependent, and those risks set out in the Company’s public documents filed on SEDAR+. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Specific reference is made to the most recent Annual Information Form filed on SEDAR+ for a more detailed discussion of some of the factors underlying forward-looking statements and the risks that may affect the Company’s ability to achieve the expectations set forth in the forward-looking statements contained in this presentation. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by law.

Revival Gold Agrees To Acquire Ensign Minerals And Announces Concurrent C$7 Million Equity Financing

kai erfle on April 10, 2024

Creating One of the Largest Gold Development Companies in the
United States with an Enhanced Platform for Heap Leach Gold Production from Low CapEx Brownfield Sites

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Toronto, ON – April 10th, 2024 – Revival Gold Inc. (TSXV: RVG, OTCQX: RVLGF) (“Revival Gold” or the “Company”) is pleased to announce that it has entered into a definitive business combination agreement with Ensign Minerals Inc. (“Ensign”) and Revival Gold Amalgamation Corp. (“Revival Subco”) dated April 9th, 2024 (the “Definitive Agreement”), whereby Revival Gold will acquire all of the issued and outstanding shares of Ensign, a private company, in exchange for an aggregate of 61,376,126 million shares of Revival Gold based on a share exchange ratio of 1.1667 Revival shares for each Ensign share. Upon completion of the proposed business combination (the “Transaction”), Revival Gold will pursue engineering and economic studies at the newly acquired Mercur Gold Project (“Mercur”) located in Utah, USA while continuing to advance permitting preparations and ongoing exploration at the Company’s Beartrack-Arnett Gold Project (“Beartrack-Arnett”) located in Idaho, USA.

In connection with the Transaction, Paradigm Capital Inc. and BMO Capital Markets Inc. have agreed to act as lead agents and joint bookrunners, on behalf of a syndicate of agents, in connection with a concurrent offering of subscription receipts of Revival Subco (the “Subscription Receipts”) for aggregate gross proceeds of up to C$7,000,000 (the “Concurrent Offering”).

Transaction Highlights

Delivers Accretive Growth. With aggregate Measured and Indicated Mineral Resources of 2.4 million ounces of gold^1,3 and Inferred Mineral Resources of 3.8 million ounces of gold^2,3, the Transaction increases Revival Gold’s heap leach gold resources per share and creates one of the largest, pure gold, development companies in the United States⁴.
Shortens Estimated Timeline to Heap Leach Gold Production. Mercur’s preferential location on predominately patented (private) claims, in a semi-arid zone, with existing infrastructure, and a short drive from Salt Lake City, Utah, is ideal for permitting and is expected to accelerate Revival Gold’s goal of becoming a mid-tier U.S. heap leach gold producer.
Complementary and Sizeable Asset Base. Opportunity for capital efficient phased production growth from brownfield sites with a combined target open pit heap leach production objective of 150,000 ounces of gold per year from Mercur and Beartrack-Arnett, potentially growing to greater than 250,000 ounces of gold per year with the exploitation of Beartrack-Arnett underground mill material. A phased development approach lowers risk and creates greater value per share as the business grows.^5,6
Significant Exploration Potential. Numerous open exploration targets have been identified on the extensive land packages at both Mercur in the northeastern Great Basin and Beartrack-Arnett in the Idaho Orogenic Gold Belt.
Synergies. The regional proximity of the projects offers the potential to unlock management, G&A, operational and public market efficiencies. No significant additional management resources are required since the assets are in adjacent states approximately six hours’ drive from each other. There is potential to leverage cross-project experience and expertise to collaborate on studies, permitting, and project de-risking.
Financial Strength. Concurrent C$7 million equity financing and existing cash balances will provide funding support to advance key milestones at Mercur and Beartrack-Arnett.
Veteran Leadership in Gold. The resulting company will have significant in-state experience in the exploration, development, and operation of gold projects in the Western U.S. with strategic and capital markets leadership from Toronto backed by a larger group of key shareholders.

Notes: 1Contained within 86.2 million tonnes at 0.87 g/t gold at Beartrack-Arnett. 2Contained within 50.7 million tonnes at 1.34 g/t gold at Beartrack-Arnett for 2.19 million ounces of gold and 89.6 million tonnes at 0.57 g/t gold at Mercur for 1.64 million ounces of gold. 3See “Preliminary Feasibility Study NI 43-101 Technical Report on the Beartrack-Arnett Heap Leach Project, Lemhi County, Idaho, USA” prepared by Kappes, Cassidy & Associates, IMC, KCH and WSP, dated August 2nd, 2023, and “NI 43-101 Technical Report for the Mercur Project, Camp Floyd and Ophir Mining Districts, Tooele & Utah Counties, Utah, USA” prepared by Lions Gate Geological Consulting Inc., RESPEC Company LLC, and Kappes, Cassidy & Associates, dated February 1st, 2024, for further details. 4Based on analysis of industry peers, pre and post transaction Revival Gold shares outstanding, and pro-forma Mineral Resources noted in the Technical Reports referenced above. 5Target production based on Beartrack-Arnett 2023 PFS average production and future potential from Mercur Mineral Resource. 6Considers potential underground operation for Beartrack-Arnett based PFS Mineral Resource factors including 2,500 tpd unground throughput, average grade, and recovery.

“With the addition of Mercur, we expect to shorten our estimated timeline to heap leach gold production while increasing the potential production scale of Revival Gold’s heap leach gold business to approximately 150,000 ounces per year. The combined Mineral Resource will vault Revival Gold ahead to become one of the largest, pure gold, development companies in the United States”, said Revival Gold President & CEO, Hugh Agro.

Mr. Agro further commented: “We are pleased to be entrusted by Ensign’s shareholders with the future development of Mercur. The Transaction is a “win-win” outcome for all concerned creating a clear path for Revival Gold to unlock significant value for shareholders by potentially expediting the path to become a mid-tier open pit heap leach gold producer. With Mercur, Revival Gold will obtain a high-quality complementary project at an attractive acquisition price of about US$10 per ounce in situ. Incorporating an asset that brings forward Revival Gold’s potential production date marks a considerable enhancement to the value, risk profile, and upside for the Company”.

John Knowles, Chairman and Director of Ensign, added: “Ensign is pleased to join with Revival Gold to deliver value for our respective shareholders in gold. The combined company will feature veteran industry leadership, synergistic and complementary gold assets, and a credible business plan to become a cash-flowing mid-tier U.S. gold producer ”.

Conference Call

Management will host a conference call later this morning to discuss Revival Gold’s acquisition of Ensign.

Call-in information below:

Scheduled Start: Wednesday, April 10th, 2024, 10:00 am EST
Call-In Number: 416-764-8658
Toll-Free in North America: 888-886-7786

A replay of the conference call will be available for one week at 416-764-8691 or toll-free in North America at 877-674-6060. Playback passcode 712425#.

Transaction Details

Pursuant to the terms of the Definitive Agreement, Revival Gold will acquire all of the issued and outstanding common shares of Ensign pursuant to a statutory three-cornered amalgamation (the “Amalgamation”) under the Business Corporations Act (British Columbia), whereby Ensign and Revival Gold Amalgamation Corp., a wholly-owned subsidiary of Revival Gold incorporated for the purpose of completing the Amalgamation, will amalgamate to form a newly amalgamated company (“Amalco”). Under the Amalgamation, former shareholders of Ensign (“Ensign Shareholders”), other than Ensign Shareholders who have validly exercised and have not withdrawn rights of dissent, will receive 1.1667 Revival Shares (as defined below) for each one common share of Ensign (each, an “Ensign Share”) held. The consideration implies a purchase price of C$0.4164 per Ensign Share, or gross consideration of approximately C$21.9 million, based on a deemed 20-day volume weighted average price per Revival Share of C$0.3569 prior to announcement. Upon completion of the Amalgamation, Amalco will become a wholly owned subsidiary of Revival Gold. As of the date hereof, there are (i) 113,159,547 Revival Shares issued and outstanding, and (ii) 52,606,605 Ensign Shares issued and outstanding. Upon completion of the Transaction (and without accounting for the Concurrent Offering), Revival Gold is expected to have approximately 174,535,673 Revival Shares issued and outstanding, on an undiluted basis, with (i) approximately 65% of such Revival Shares expected to be held by the current shareholders of Revival Gold, and (ii) approximately 35% of such Revival Shares expected to be held by the former shareholders of Ensign.

Upon completion of the Transaction, Revival Gold will be the parent company and the sole shareholder of Amalco and will indirectly carry on the current business of Ensign. In connection with the Transaction, Ensign will seek the approval of its shareholders with respect to the Amalgamation at a meeting of Ensign Shareholders to be convened around the end of April 2024 (the “Ensign Meeting”). An information circular providing further information on the Amalgamation will be provided to the Ensign Shareholders in connection with the Ensign Meeting.

The Transaction has been unanimously approved by the Boards of Directors of Revival Gold and Ensign, and the Board of Directors of Ensign recommends that Ensign shareholders vote in favour of the Transaction and related matters. Ensign’s Board and management and other shareholders representing approximately 27% of the Ensign Shares have entered into voting support agreements in support of the transaction. Wayne Hubert, Revival Gold’s current Non-Executive Chairman, is the President and CEO and a Director of Ensign and abstained from voting on the Transaction for both Revival and Ensign due to conflicting interests. Closing of the Transaction is subject to certain condition precedents, including but not limited to: Obtaining Ensign Shareholder approval at the Ensign Meeting, obtaining any applicable regulatory approvals including the approval of the TSXV, closing of the Concurrent Offering for aggregate gross proceeds of a minimum of $5,000,000, and other customary conditions for transactions of this nature.

The Board of Directors of Revival Gold has received an opinion from MPA Morrison Park Advisors Inc. to the effect that, based on and subject to the assumptions, limitations, and qualifications stated in such opinion, the consideration to be paid by Revival Gold pursuant to the Transaction is fair, from a financial point of view to Revival Gold.

The Board of Directors of Revival Gold following the closing of the Transaction is expected to remain at seven (7) Directors, with Ensign Board of Director nominee Norm Pitcher expected to replace Michael Mansfield as a Director of Revival Gold, who is expected to resign from his position upon closing of the Transaction. Additionally, upon closing of the Transaction, Revival Gold expects to designate independent Director Tim Warman as Non-Executive Chairman, with Hugh Agro serving as President & CEO and Director, John Meyer as Vice President, Engineering & Development, and Lisa Ross as Vice President & CFO.

Mercur Gold Project Overview

The majority of the information summarized below on Mercur has been extracted from the Technical Report titled, “NI 43-101 Technical Report for the Mercur Project, Camp Floyd and Ophir Mining Districts, Tooele & Utah Counties, Utah, USA”, prepared by Lions Gate Geological Consulting Inc., RESPEC Company LLC, and Kappes, Cassidy & Associates, dated February 1st, 2024. The Technical Report will be filed within 45 days of this news release under Revival Gold’s SEDAR+ profile (www.sedarplus.ca). Readers are encouraged to read this technical report in its entirety, including all qualifications, assumptions and exclusions that relate to the Mineral Resource estimate. This technical report is intended to be read as a whole, and sections should not be read or relied upon out of context.

Location and History

Mercur is located 57 kilometers southwest of Salt Lake City in the Oquirrh Mountains in Utah, a highly mineralized mountain range that is also host to the Barney’s Canyon and Melco sediment-hosted gold deposits, and Bingham Canyon, one of the world’s largest copper-gold mines. See Figure 1, Location Map, below.

Figure 1: Mercur Gold Project Location Map

Historically, 2.6 million ounces of gold were mined from the Mercur District, including approximately 1.5 million ounces of gold produced from Mercur by Getty Oil Company (“Getty”) and later Barrick Gold (“Barrick”) during the period of 1983 to 1998.

Mercur includes interests in 463 patented mining claims, 426 fee land tax parcels, 395 unpatented lode mining claims, three unpatented mill site claims, and six Utah state metalliferous minerals leases that cover 6,255 net hectares (approximately 15,300 net acres) of mineral rights. The existing Mineral Resources are primarily situated on private land.

Barrick operated Mercur until 1998 when it was closed due to low gold prices. In recent years, Barrick has substantially completed reclamation of the Mercur site.

In August 2020, Ensign executed an assignment agreement with Rush Valley Exploration for 3,579 net hectares primarily in the West Mercur area which was followed by, also in August 2020, a merger agreement with Priority Minerals securing an additional 213 net hectares in the South Mercur area.

On May 13, 2021, Ensign entered into an option agreement (subsequently amended on June 13, 2022, May 15, 2023, and April,1, 2024) with Barrick (the “Barrick Agreement”) to acquire Barrick’s interests in the Mercur area (the “Mercur Option”). The Barrick Agreement, as amended, which has an expiry of January 2, 2026, enables Ensign to acquire Barrick’s interests for a total of US$20 million in cash or, at the sole discretion of Barrick, shares, payable as follows:

US$5 million due on exercise of the Mercur Option;
US$5 million due on first anniversary of commercial production at Mercur;
US$5 million due on second anniversary of commercial production at Mercur; and,
US$5 million due on third anniversary of commercial production at Mercur.

In addition, in connection with the Barrick Agreement, Ensign issued Barrick four million Ensign warrants with an exercise price of C$0.25 per Ensign share and an expiry of January 2, 2029, and granted Barrick a 2% Net Smelter Return (“NSR”) over the Main Mercur area and a 1% Area of Interest NSR over certain other Barrick claims within the Mercur district.

In late August 2021, Ensign completed an option and assignment agreement with Mountainwest Minerals for certain claims in South Mercur. In October 2021, two option and assignment agreements were executed with Sacramento Gold Mining (three-year option to explore 90 net hectares) and Geyser Marion Gold Mining (three-year option to explore 673 net hectares). Throughout 2021, Ensign staked several claims at Main, North, South and West Mercur. In 2022, Ensign executed an exploration license with an option to purchase on one claim held by a private party and purchased a 4.2% outstanding interest on some of its properties to consolidate a 100% interest. In 2023, Ensign leased an outstanding 25% interest in certain claims to increase its interest to 75%. The resulting Mercur property position is outlined in Figure 2, Mercur Gold Project Claim Map, below.

Figure 2: Mercur Gold Project Claim Map

Mineral Resource and Geology

The Mercur property hosts an Inferred Mineral Resource of 89.6 million tonnes, grading 0.57 g/t gold containing 1.64 million ounces of gold as summarized in Table 1, Mercur Gold Project Mineral Resource, below.

Table 1: Mercur Gold Project Mineral Resource Estimate

Deposit	Tonnes (Mt)	Gold (g/t)	Contained Gold (koz)
Main Mercur	74.1	0.57	1,350
South Mercur	15.6	0.59	290
Total Inferred	89.6	0.57	1,640

Note: See “NI 43-101 Technical Report for the Mercur Project, Camp Floyd and Ophir Mining Districts, Tooele & Utah Counties, Utah, USA” prepared by Lions Gate Geological Consulting Inc., RESPEC Company LLC, and Kappes, Cassidy & Associates, dated February 1st, 2024, for further details.

The Mercur Mineral Resource has been estimated in conformity with generally accepted guidelines outlined in CIM Estimation of Mineral Resources and Mineral Reserves Best Practices Guidelines (November 29, 2019) and is reported in accordance with NI 43-101.

Estimations are made from 3D block models based on geostatistical applications using commercial mine planning software (MinePlan). The project limits are based on a local mine grid system. Separate block models were set up for Main Mercur and South Mercur with a nominal block size of 50 x 50 x 30 feet (15 x 15 x 9 meters). Sample data is derived from a combination of surface diamond and reverse circulation drill holes. The pierce points of the drill holes into the mineralized zone vary but can be approximately 25- to 50-foot (8- to 15-meter) spacing in the areas of historic mining.

There is a total of 2,970 drillholes in the block models. Of these, 2,861 holes are historical holes that were primarily drilled by Barrick and Getty, and 109 holes were drilled by Ensign. Comparisons show that the Ensign drill hole and Barrick drill hole sample results agree over all areas being investigated.

The Mercur Mineral Resource estimate has been generated from drill hole sample assay results and the interpretation of a geologic model that relates to the spatial distribution of gold and silver. Interpolation characteristics were defined based on the geology, drill hole spacing, and geostatistical analysis of the data. The Mineral Resources were classified according to their proximity to sample data locations and are reported, as required by NI 43-101, according to the CIM Definition Standards for Mineral Resources and Mineral Reserves (May 2014).

Exploration & Development

Revival Gold considers the large regional package at Mercur to hold attractive potential for additional discoveries based on the project’s track record of past production and the results of recent fieldwork undertaken by Ensign. Nevertheless, Revival Gold’s primary objective with its work programs on Mercur over the next 6-12 months will be to advance metallurgy, optimize the project’s geological model and pursue the completion of a potential PEA.

While advancing towards a PEA, Revival Gold expects to continue the compilation of historical data, property-wide prospecting, geological mapping, and planning for potential future exploration drilling.

The potential exists to expand existing resources and to identify new gold resources beyond the pit margins of the historical Mercur mine. At South Mercur, there are also opportunities to expand the known gold mineralization.

In addition to the potential expansion of known mineralization at Main Mercur and South Mercur, Mercur offers several exploration opportunities for new targets. At Main Mercur, the potential for mineralized feeder structures and deeper, potential stratigraphic host units is under-explored. At South Mercur, where mineralization seems to occur at the intersection of the northerly striking Mercur Member beds and northwest-trending structural zones, there is potential for the discovery of new en-echelon pods of mineralization. The West Mercur pediment is a greenfield area that holds potential for deposits concealed beneath relatively thin alluvial cover. North Mercur is an early-stage exploration area that has permissive geology for new silver and gold discoveries.

Metallurgy

Mineralization at Mercur consists of very fine to fine gold particles associated with oxide, sulfide, and carbonaceous minerals. The oxidation profile in the deposits is complex with influence from bottom-up fluid movement and structural disruption. A carbon-in-leach (“CIL”) process plant was built and commissioned at the site in 1983 to process the higher-grade ore and operated until 1997. This CIL plant operated until 1997 and produced approximately 1.5 million ounces of gold. A dump heap leach for the low-grade materials operated from 1985 to 1998 producing approximately 380,000 ounces of gold. In 1988, a pressure oxidation (“POX”) plant was installed to treat refractory sulfide materials. This POX plant operated until February 1996 and pre-processed approximately 300,000 ounces of gold ultimately produced out of the CIL plant. Mercur produced approximately 1.5 million ounces of gold until it was closed by Barrick in 1998.

Ensign’s focus has been on potential heap leachable and/or CIL material at Mercur. During 2022 and 2023, initial metallurgical test work was completed for Ensign jointly by Bureau Veritas Minerals in Richmond, British Columbia, Canada and ALS Metallurgy in Kamloops, British Columbia, Canada. This work included ten CIL bottle roll cyanide amenability tests (2022) and ten direct cyanidation (“DCN”) leach tests (2022).

Historical and Ensign DCN testing results were used by Ensign’s consultants to estimate heap leach gold recoveries. DCN estimates were incorporated into the Mercur block model then discounted by 15% to reflect potential heap leach gold recoveries. The gold recoveries assumed for the Mercur Mineral Resource estimate by domain are summarized in Table 2 below.

Table 2: Heap Leach Gold Recoveries Assumed for the Mercur Mineral Resource

Mineral Resource Area	Tonnes (Mt)	Estimated Heap Leach Gold Recovery
Main Mercur	74.1	65%
South Mercur	15.6	55%
Total/Weighted Average	89.6	63%

Existing Infrastructure

Mercur has existing infrastructure with a paved access road to the Mercur security gate. The former Barrick mine offices and security gate are operational. The site is connected to grid power at 460 kW and has potential access to water through wells used by the prior operation. The wells and associated water rights are currently held by Tooele County and are not in use.

Concurrent Offering Details

Revival Gold will issue a subsequent news release outlining the details of the proposed Concurrent Offering once finalized. The net proceeds of the Concurrent Offering are expected to be used by Revival Gold, following completion of the Transaction, to complete a Preliminary Economic Assessment (“PEA”) on Mercur, advance permitting preparations on Beartrack-Arnett, continue exploration for high-grade material at Beartrack-Arnett, and for working capital and general corporate purposes. In addition, Revival Gold will grant the Agents an option, exercisable, in whole or in part, for a period of up to two (2) business days prior to the closing of the Concurrent Offering, to sell up to an additional 15% of the Subscription Receipts offered under the Concurrent Offering. The Concurrent Offering is subject to settling definitive terms, the approval of the TSX Venture Exchange (the “TSXV”) and other necessary regulatory approvals.

Select Financial Information

The following table presents selected financial statement information with respect to Ensign. Such information is derived from the unaudited financial statements of Ensign for the financial years ended December 31, 2023, and 2022, and the unaudited interim financial statements of Ensign for the nine months ended September 30, 2023.

	As at September 30, 2023 ($US)	As at December 31, 2023 ($US)	As at December 31, 2022 ($US)
Current Assets	147,788	82,012	722,056
Non-Current Assets	4,163,063	4,149,430	4,339,396
Total Assets	4,310,851	4,231,442	5,061,452
Current Liabilities	35,246	361,749	13,799
Non-Current Liabilities	–	–	–
Total Liabilities	35,246	361,749	13,799
Net Assets	4,275,605	3,869,693	5,047,653

	Nine months ended September 30, 2023 ($US)	Year ended December 31, 2023 ($US)	Year ended December 31, 2022 ($US)
Exploration and Evaluation costs	697,081	931,683	3,124,919
Administration and Travel	453,543	606,182	1,017,729
Share Based Compensation	287,940	305,026	262,253
Other Expenses	744	1,075	–
Depreciation	44,665	58,298	61,016
Interest and Financing	57	57	465
Net loss for the period	1,484,030	1,902,321	4,466,382

Since inception, Ensign has issued 52.6 million common shares for consideration totalling C$18.7 million (approximately C$0.36 per Ensign common share) and incurred cumulative exploration expenditures of approximately US$7,500,000.

The securities being offered pursuant to the Concurrent Offering, or the Transaction have not been, nor will they be, registered under the U.S. Securities Act and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. “United States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act.

Advisors and Counsel

MPA Morrison Park Advisors Inc. is acting as financial advisor to Revival Gold. Peterson McVicar LLP is acting as Revival Gold’s legal counsel. Osler, Hoskin & Harcourt LLP is acting as Ensign’s legal counsel.

Qualified Persons

John P.W. Meyer, Vice President, Engineering and Development, P.Eng., and Steven T. Priesmeyer, C.P.G., Vice President Exploration, Revival Gold Inc., are the Company’s designated Qualified Persons for this news release within the meaning of National Instrument 43-101 Standards of Disclosure for Mineral Projects and have reviewed and approved its scientific and technical content.

About Revival Gold Inc.

Revival Gold is a growth-focused gold exploration and development company. The Company is advancing the Beartrack-Arnett Gold Project located in Idaho, USA.

Additional disclosure including the Company’s financial statements, technical reports, news releases and other information can be obtained at www.revival-gold.com or on SEDAR+ at www.sedarplus.ca.

For further information, please contact:

Hugh Agro, President or CEO or Lisa Ross, CFO
Telephone: (416) 366-4100 or Email: info@revival-gold.com.

Ensign Minerals Inc.

Cautionary Statement

Forward-looking statements in this document include, but are not limited to, the advancement of permitting preparations and ongoing exploration at Beartrack-Arnett, the shortening of Revival Gold’s estimated timing to heap leach gold production, statements with respect to the potential production scale of Revival Gold’s heap leach gold business, the opportunity for capital efficient phased production growth from brownfield sites, a phased development approach lowers risk and creates greater value per share as the business grows, potential synergies between Revival Gold and Ensign, risk factors relating to the timely receipt of all applicable shareholder, regulatory and third party approvals for the Concurrent Offering or the Transaction, including that of the TSX Venture Exchange, that the Concurrent Offering or the Transaction may not close within the timeframe anticipated or at all or may not close on the terms and conditions currently anticipated by the Company for a number of reasons including, without limitation, as a result of the occurrence of a material adverse change, disaster, change of law or other failure to satisfy the conditions to closing of the Offering; the inability of the Company to apply the use of proceeds from the Offering as anticipated; the size of the Concurrent Offering, the resale restrictions of the securities issued pursuant to the Concurrent Offering, the ability of Revival Gold to unlock value for shareholders and enhance the value, risk profile and upside for the Company, Revival Gold having a credible business plan to become a cash-flowing mid-tier U.S. gold producer, the expected timing of the Ensign Meeting, Revival Gold’s primary objective with its work programs on Mercur over the next 6-12 months being to advance metallurgy, optimize the project’s geological model and pursue the completion of a potential PEA, satisfaction of the Escrow Release Conditions, the Company’s objectives, goals and future plans, and statements of intent, the implications of exploration results, mineral resource/reserve estimates and the economic analysis thereof, exploration and mine development plans, timing of the commencement of operations, estimates of market conditions, and statements regarding the results of the pre-feasibility study, including the anticipated capital and operating costs, sustaining costs, net present value, internal rate of return, payback period, process capacity, average annual metal production, average process recoveries, concession renewal, permitting of the project, anticipated mining and processing methods, proposed pre-feasibility study production schedule and metal production profile, anticipated construction period, anticipated mine life, expected recoveries and grades, anticipated production rates, infrastructure, social and environmental impact studies, availability of labour, tax rates and commodity prices that would support development of the Project. Factors that could cause actual results to differ materially from such forward-looking statements include, but are not limited to failure to identify mineral resources, failure to convert estimated mineral resources to reserves, the inability to maintain the modelling and assumptions upon which the interpretation of results are based after further testing, the inability to complete a feasibility study which recommends a production decision, the preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, changes in regulatory requirements, political and social risks, uncertainties relating to the availability and costs of financing needed in the future, uncertainties or challenges related to mineral title in the Company’s projects, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity and in particular gold prices, delays in the development of projects, capital, operating and reclamation costs varying significantly from estimates, the continued availability of capital, accidents and labour disputes, and the other risks involved in the mineral exploration and development industry, an inability to raise additional funding, the manner the Company uses its cash or the proceeds of an offering of the Company’s securities, an inability to predict and counteract the effects of COVID-19 on the business of the Company, including but not limited to the effects of COVID-19 on the price of commodities, capital market conditions, restriction on labour and international travel and supply chains, future climatic conditions, the discovery of new, large, low-cost mineral deposits, the general level of global economic activity, disasters or environmental or climatic events which affect the infrastructure on which the project is dependent, and those risks set out in the Company’s public documents filed on SEDAR+. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Specific reference is made to the most recent Annual Information Form filed on SEDAR+ for a more detailed discussion of some of the factors underlying forward-looking statements and the risks that may affect the Company’s ability to achieve the expectations set forth in the forward-looking statements contained in this presentation. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by law.

Revival Gold Expands Land Position and Advances Exploration South of Joss

kai erfle on February 21, 2024

Toronto, ON – February 21^st, 2024 – Revival Gold Inc. (TSXV: RVG, OTCQX: RVLGF) (“Revival Gold” or the “Company”) is pleased to announce the expansion of its land position, the results of recent geophysical and geological work, and the advance of exploration on a newly defined target area known as Sharkey on the Company’s Beartrack-Arnett Gold Project (“Beartrack-Arnett”) located in Idaho, USA.

Highlights

Fifty-seven lode claims encompassing 476 hectares have been staked to increase Revival Gold’s land position on prospective exploration ground at the south end of Beartrack-Arnett (see Figure 1 for details);
18-line kilometers of IP geophysics along with 16-line kilometers of CSAMT geophysics collected over multiple campaigns at Beartrack between 1990 and 1996 were reprocessed with present-day algorithms to produce a consistent set of 2-D inversion products;
The reprocessed geophysical data together with results from last season’s soil geochemistry survey and recent Leapfrog software-based geological and structural modeling has further clarified Revival Gold’s understanding of the geology and structure in the Panther Creek-Coiner Fault System;
The Panther Creek-Coiner Fault System extends approximately five kilometers south of the Joss Zone at Beartrack-Arnett and is now thought to be an anastomosing (or braided) fault system that is typical of the structures that host many orogenic gold deposits;
Potential targets in braided shear zones include bends, or changes in strike, and structural intersections of the various structures within the broader structural system, and multiple strands of the shear zone may be mineralized; and,
Chief among the newly defined targets is Sharkey located within the Panther Creek Structural Corridor approximately two kilometers south of the existing underground mineralization in the Joss target area.

“Revival Gold’s recent work analysing and modeling geophysical and geological data from the south end of Beartrack-Arnett has sharpened our exploration team’s focus on the Panther Creek-Coiner Fault braided fault system”, said Hugh Agro, President & CEO. “The Sharkey target has emerged as a high-value under-cover target with tonnage and grade potential equivalent to, and perhaps greater than, what we have at Joss. Sharkey lies within Revival Gold’s approved Plan of Operations permit for drilling at Beartrack-Arnett and represents a high-priority target for follow-up exploration this season,” added Agro.

Further Details

The Beartrack-Arnett Project consists of two orogenic gold systems with a Measured & Indicated Mineral Resource of 86.2 million tonnes at 0.87 g/T gold containing 2.42 million ounces of gold, and an Inferred Mineral Resource of 50.7 million tonnes at 1.34 g/T gold containing 2.19 million ounces of gold (see “Preliminary Feasibility Study NI 43-101 Technical Report on the Beartrack-Arnett Heap Leach Project, Lemhi County, Idaho, USA”, prepared by Kappes, Cassidy & Associates, Independent Mining Consultants, Inc., KC Harvey Environmental LLC, and WSP USA Environment & Infrastructure Inc. dated August 2^nd, 2023).

Most of the Beartrack-Arnett Mineral Resource is contained within five deposits at Beartrack distributed over more than five kilometers of strike of the Panther Creek Shear Zone (“PCSZ”). Gold has been encountered in all Revival Gold drill holes intersecting the PCSZ, and the structure has been drill-tested over a vertical distance of 750 meters. The high-grade, potentially underground mineable resource at Joss (6.7 million tonnes of Inferred Mineral Resource at 4.0 g/T gold containing 877,000 ounces of gold), has been drilled for over 400 meters vertically and mineralization is open in all directions.

The most favorable host rocks at Beartrack are Mesoproterozoic siltites and silty quartzites. These units are mineralized in the South Pit ore body and at Joss, where grades are generally highest. These units extend to the south and are exposed along the margins of the Leesburg Basin.

Revival Gold’s IP and reprocessed CSAMT geophysical lines effectively map contrasting resistivities between the post-mineralization (Tertiary and Quaternary) Leesburg Basin fill sequence and the Mesoproterozoic host rocks. In the Joss area, mineralization occurs immediately east of a post-mineral Basin bounding fault (Coiner Fault). The structure is effectively mapped by the CSAMT and can be projected for approximately five kilometers south of Joss (see Figure 2 for details).

The Coiner Fault, and associated mineralization, is not exposed south of the South Pit due to extensive post-mineralization Tertiary sedimentary and volcanic cover in the Leesburg Basin. The post-mineralization cover obscures geology and presents an intriguing exploration opportunity as any mineralization in this area is not exposed.

The intersection of the Coiner Fault and the Arnett structure is also an exploration target. This is the deepest portion of the Leesburg Basin but represents a large area of favorable structural preparation.

In addition to the recently reprocessed geophysics, Revival Gold conducted a soil survey during the 2023 field season to characterize the soil geochemistry over the Coiner Fault. 119 soil samples were taken over the approximate trace of the fault. Overall, the soil survey showed a general trend of increasing gold, arsenic, and mercury from south to north. A spatially coherent anomaly over the structure was, however, not detected.

In 2020 Revival Gold drilled three core holes approximately 1.2 to 2.2 kilometers south of the southern Joss drill fence to explore the intersection of the Arnett Creek structure with the Coiner Fault. Difficult drilling conditions prevented the holes from testing a significant thickness of the target stratigraphy. The holes are thought to have encountered the trough of the Leesburg Basin but were drilled west of the Coiner Fault based on Revival Gold’s current CSAMT interpretation.

In 2021 Revival Gold continued exploring both Joss and the southern extension of the Coiner Fault south of Joss. One core hole was drilled approximately 500 meters south of the southern Joss drill fence. Based on Revival Gold’s current understanding of the Joss deposit architecture, this hole is believed to have passed over the top of the mineralized horizon intercepting 73 meters of the target Mesoproterozoic stratigraphy before passing back into the post-mineral basin fill. Anomalous gold (high of 0.048 ppm) and arsenic (high of 185 ppm) were intercepted within the target stratigraphy associated with sericitic alteration and quartz veining.

Revival Gold’s 2020 and 2021 drilling leaves the southern extension of the Coiner Fault System untested and worthy of further exploration. An additional program of field mapping, infill geophysics, and scout drilling, is being prepared to further evaluate the structural corridor south of Joss.

Figure 1: Panther Creek-Coiner Fault System
Showing Claim Additions and the Sharkey Target

Figure 2: Perspective View of Reprocessed CSAMT Resistivity
Showing Key Structures 2023 Mineral Resource Blocks > 2 g/t Au

Qualified Persons

Steven T. Priesmeyer, C.P.G., Vice President Exploration, and Dan Pace, Regis. Mem. SME, Chief Geologist, Revival Gold Inc., are the Company’s designated Qualified Person for this news release within the meaning of National Instrument 43-101 Standards of Disclosure for Mineral Projects and have reviewed and approved its scientific and technical content.

About Revival Gold Inc.

Revival Gold is a growth-focused gold exploration and development company. The Company is advancing the Beartrack-Arnett Gold Project located in Idaho, USA.

Additional disclosure including the Company’s financial statements, technical reports, news releases and other information can be obtained at www.revival-gold.com or on SEDAR+ at www.sedarplus.ca.

For further information, please contact: Hugh Agro, President & CEO or Lisa Ross, CFO, telephone: (416) 366-4100 or email: info@revival-gold.com.

Cautionary Statement

This press release includes certain “forward-looking information” within the meaning of Canadian securities legislation and “forward-looking statements” within the meaning of U.S. securities legislation (collectively “forward-looking statements”). Forward-looking statements are not comprised of historical facts. Forward-looking statements include estimates and statements that describe the Company’s future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, or “plan”. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management’s expectations. Risks, uncertainties, and other factors involved with forward-looking statements could cause actual events, results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this document include, but are not limited to, the Company’s objectives, goals and future plans, and statements of intent, the implications of exploration results, mineral resource/reserve estimates and the economic analysis thereof, exploration and mine development plans, timing of the commencement of operations, estimates of market conditions, and statements regarding the results of the pre-feasibility study, including the anticipated capital and operating costs, sustaining costs, net present value, internal rate of return, payback period, process capacity, average annual metal production, average process recoveries, concession renewal, permitting of the project, anticipated mining and processing methods, proposed pre-feasibility study production schedule and metal production profile, anticipated construction period, anticipated mine life, expected recoveries and grades, anticipated production rates, infrastructure, social and environmental impact studies, availability of labour, tax rates and commodity prices that would support development of the Project. Factors that could cause actual results to differ materially from such forward-looking statements include, but are not limited to failure to identify mineral resources, failure to convert estimated mineral resources to reserves, the inability to maintain the modelling and assumptions upon which the interpretation of results are based after further testing, the inability to complete a feasibility study which recommends a production decision, the preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, changes in regulatory requirements, political and social risks, uncertainties relating to the availability and costs of financing needed in the future, uncertainties or challenges related to mineral title in the Company’s projects, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity and in particular gold prices, delays in the development of projects, capital, operating and reclamation costs varying significantly from estimates, the continued availability of capital, accidents and labour disputes, and the other risks involved in the mineral exploration and development industry, an inability to raise additional funding, the manner the Company uses its cash or the proceeds of an offering of the Company’s securities, an inability to predict and counteract the effects of COVID-19 on the business of the Company, including but not limited to the effects of COVID-19 on the price of commodities, capital market conditions, restriction on labour and international travel and supply chains, future climatic conditions, the discovery of new, large, low-cost mineral deposits, the general level of global economic activity, disasters or environmental or climatic events which affect the infrastructure on which the project is dependent, and those risks set out in the Company’s public documents filed on SEDAR+. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Specific reference is made to the most recent Annual Information Form filed on SEDAR+ for a more detailed discussion of some of the factors underlying forward-looking statements and the risks that may affect the Company’s ability to achieve the expectations set forth in the forward-looking statements contained in this presentation. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by law.

Revival Gold 2023 Year in Review

kai erfle on December 28, 2023

Toronto, ON – December 28^th, 2023 – Revival Gold Inc. (TSXV: RVG, OTCQX: RVLGF) (“Revival Gold” or the “Company”) is pleased to provide a review of key accomplishments this year to advance the Company’s Beartrack-Arnett Gold Project (“Beartrack-Arnett”) located in Idaho, USA.

Highlights

Increased Measured and Indicated Mineral Resources to 86.2 million tonnes grading 0.87 g/t gold containing 2.42 million ounces of gold¹ and Inferred Mineral Resources to 50.7 million tonnes grading 1.34 g/t gold containing 2.19 million ounces of gold¹. Notably,
- Open pit heap leach Measured and Indicated Resources increased to 42.3 million tonnes grading 0.70 g/t gold containing 959,000 ounces of gold¹ with additional Inferred Resources of 6.3 million tonnes grading 0.53 g/t gold containing 108,000 ounces of gold¹; and,
- Underground mill (sulphide) Inferred Resources increased to 6.7 million tonnes grading 4.0 g/t gold containing 877,000 ounces of gold¹.
Filed a Preliminary Feasibility Study (PFS)¹ on the potential first phase restart of open pit heap leach operations:
- Inaugural Proven & Probable open pit heap leach Mineral Reserve of 36.2 million tonnes grading 0.74 g/t gold for 859,000 ounces of gold¹;
- Average gold production of 65,300 ounces of gold per year, for a total of 529,100 ounces of gold over an eight-year mine life; and,
- After-tax NPV at a 5% discount rate (“NPV_5%”) of $105 million and after-tax IRR of 24.3% at $1,800 per ounce gold increasing to an NPV_5% of $138 million and after-tax IRR of 29.5% at $1,900 per ounce gold¹.
Continued to advance conceptual plans for a potential second phase underground operation by completing a third stage of metallurgical testing demonstrating gold recoveries of 93% to concentrate from a composite of high-grade sulphide material in the underground resource achieving a concentrate grade of 50 g/t gold with a relatively coarse particle grind size (P80) of 150 μm and a resulting mass pull of 8.9%².
Completed a total of eighteen core holes for 3,350 meters of exploration drilling focused on near-surface oxide gold opportunities in the broader Haidee area. Results included 3.93 g/t gold over 20.6 meters³ in a potential feeder structure on the western flank of Haidee.
Three of the four targets drilled this year were previously untested by Revival Gold and all three yielded above cut-off grade results in near-surface oxide mineralization including 0.37 g/t gold over 22.6 meters⁴and 0.36 g/t gold over 9.0 meters⁴ at the Ridge and Midlands targets, respectively.
The Company raised C$9.4 million in equity funding and re-acquired a 1% Net Smelter Royalty on sixteen claims within the Beartrack-Arnett project area.
Added to Revival Gold’s operating and exploration expertise and capabilities with the addition of Larry Radford to the Company’s Board of Directors and the hiring of Dan Pace as Chief Geologist.
Maintained an exemplary safety record with zero lost-time incidents among Company employees and contractors.

¹ See “Preliminary Feasibility Study NI 43-101 Technical Report on the Beartrack-Arnett Heap Leach Project, Lemhi County, Idaho, USA”, prepared by Kappes, Cassidy & Associates, Independent Mining Consultants, Inc., KC Harvey Environmental LLC, and WSP USA Environment & Infrastructure Inc. dated August 2nd, 2023. Mineral Resources estimated at a gold price of $1,900 per ounce. Proven and Probable Reserves were estimated at a gold price of $1,700 per ounce. All figures in metric, troy ounces, and US$ unless indicated otherwise.
² See Revival Gold news release dated September 6^th, 2023.
³ See Revival Gold news release dated October 31st, 2023. True width is estimated to be 50% to 70% of drilled width.
⁴ See Revival Gold news release dated December 19th, 2023. True width is estimated to be 50% to 70% of drilled width.

“We exit 2023 having delivered on key tactical objectives for the year. The updated and improved resource, completion of a PFS on the potential first phase restart of operations, de-risking of the potential second phase underground concept, and favourable exploration drilling results returned during the year, mark solid progress,” said President & CEO Hugh Agro. “Still, as a founder and significant shareholder in Revival Gold, I am not satisfied with the results of our efforts to reduce business risk and generate a return for shareholders. Heading into 2024, Revival Gold’s board and management are committed to refocusing and redoubling our efforts to secure a strategic or other transaction that will help facilitate a commitment of long-term capital, reduce business risk, and deliver superior returns for our shareholders”, added Agro.

QA/QC Program

Quality Assurance/Quality Control consists of the regular insertion of certified reference materials, duplicate samples, and blanks into the sample stream. Check samples are submitted to an umpire laboratory at the end of the drilling program. Sample results are analyzed immediately upon receipt and all discrepancies are investigated. Samples are submitted to the ALS Geochemistry sample preparation facility in Twin Falls, Idaho. Gold analyses are performed at the ALS Geochemistry laboratory in Reno, Nevada or Vancouver, British Columbia, and multi-element geochemical analyses are completed at the ALS Minerals laboratory in Vancouver, British Columbia. ALS Minerals is an ISO/IEC 17025:2017 accredited lab.

Gold assays are determined on samples consisting of half drill core by fire assay and AAS on a 30-gram nominal sample weight (Au-AA23) for Beartrack, and Fire Assay and AAS on a 50-gram nominal sample weight (Au-AA24) for Arnett. For shallow holes, targeting leachable mineralization, gold content is also determined by cyanide leach with an AAS finish on a nominal 30-gram sample weight (Au-AA13). Multi-element geochemical analyses are completed on selected drill holes using the ME-MS 61M method.

Qualified Persons

John P. W. Meyer, P.Eng., Vice President, Engineering & Development Revival Gold Inc., is the Company’s designated Qualified Persons for this news release within the meaning of National Instrument 43-101 Standards of Disclosure for Mineral Projects and has reviewed and approved its scientific and technical content.

About Revival Gold Inc.

Revival Gold is a growth-focused gold exploration and development company. The Company is advancing the Beartrack-Arnett Gold Project located in Idaho, USA.

Additional disclosure including the Company’s financial statements, technical reports, news releases and other information can be obtained at www.revival-gold.com or on SEDAR+ at www.sedarplus.ca.

For further information, please contact: Hugh Agro, President & CEO or Lisa Ross, CFO, telephone: (416) 366-4100 or email: info@revival-gold.com.

Cautionary Statement

This press release includes certain “forward-looking information” within the meaning of Canadian securities legislation and “forward-looking statements” within the meaning of U.S. securities legislation (collectively “forward-looking statements”. Forward-looking statements are not comprised of historical facts. Forward-looking statements include estimates and statements that describe the Company’s future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, or “plan”. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management’s expectations. Risks, uncertainties, and other factors involved with forward-looking statements could cause actual events, results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this document include, but are not limited to, the Company’s objectives, goals and future plans, and statements of intent, the implications of exploration results, mineral resource/reserve estimates and the economic analysis thereof, exploration and mine development plans, timing of the commencement of operations, estimates of market conditions, and statements regarding the results of the pre-feasibility study, including the anticipated capital and operating costs, sustaining costs, net present value, internal rate of return, payback period, process capacity, average annual metal production, average process recoveries, concession renewal, permitting of the project, anticipated mining and processing methods, proposed pre-feasibility study production schedule and metal production profile, anticipated construction period, anticipated mine life, expected recoveries and grades, anticipated production rates, infrastructure, social and environmental impact studies, availability of labour, tax rates and commodity prices that would support development of the Project. Factors that could cause actual results to differ materially from such forward-looking statements include, but are not limited to failure to identify mineral resources, failure to convert estimated mineral resources to reserves, the inability to maintain the modelling and assumptions upon which the interpretation of results are based after further testing, the inability to complete a feasibility study which recommends a production decision, the preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, changes in regulatory requirements, political and social risks, uncertainties relating to the availability and costs of financing needed in the future, uncertainties or challenges related to mineral title in the Company’s projects, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity and in particular gold prices, delays in the development of projects, capital, operating and reclamation costs varying significantly from estimates, the continued availability of capital, accidents and labour disputes, and the other risks involved in the mineral exploration and development industry, an inability to raise additional funding, the manner the Company uses its cash or the proceeds of an offering of the Company’s securities, an inability to predict and counteract the effects of COVID-19 on the business of the Company, including but not limited to the effects of COVID-19 on the price of commodities, capital market conditions, restriction on labour and international travel and supply chains, future climatic conditions, the discovery of new, large, low-cost mineral deposits, the general level of global economic activity, disasters or environmental or climatic events which affect the infrastructure on which the project is dependent, and those risks set out in the Company’s public documents filed on SEDAR+. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Specific reference is made to the most recent Annual Information Form filed on SEDAR+ for a more detailed discussion of some of the factors underlying forward-looking statements and the risks that may affect the Company’s ability to achieve the expectations set forth in the forward-looking statements contained in this presentation. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by law.

Revival Gold Annual Stock Option Grant

kai erfle on December 21, 2023

Toronto, ON – December 21st, 2023 – Revival Gold Inc. (TSXV: RVG, OTCQX: RVLGF) (“Revival Gold” or the “Company”), announces that pursuant to the Company’s stock option plan, Revival Gold has granted 1,855,000 incentive stock options (the “Options”) to directors, officers, and consultants of the Company as part of its annual compensation plan. The Options are exercisable at a price of $0.50 per share for a period of five years and are subject to vesting provisions.

About Revival Gold Inc.

Revival Gold is a growth-focused gold exploration and development company. The Company is advancing the Beartrack-Arnett Gold Project located in Idaho, USA.

Additional disclosure including the Company’s financial statements, technical reports, news releases and other information can be obtained at www.revival-gold.com or on SEDAR+ at www.sedarplus.ca.

For further information, please contact: Hugh Agro, President & CEO or Lisa Ross, CFO, telephone: (416) 366-4100 or email: info@revival-gold.com.

Cautionary Statement

This press release includes certain “forward-looking information” within the meaning of Canadian securities legislation and “forward-looking statements” within the meaning of U.S. securities legislation (collectively “forward-looking statements”. Forward-looking statements are not comprised of historical facts. Forward-looking statements include estimates and statements that describe the Company’s future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, or “plan”. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management’s expectations. Risks, uncertainties, and other factors involved with forward-looking statements could cause actual events, results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this document include, but are not limited to, statements regarding the anticipated Financing, including the maximum size thereof, the expected timing to complete the Financing, the ability to complete the Financing on the terms provided herein or at all, the anticipated use of the net proceeds from the Financing, the receipt of all necessary approvals for the Financing, the Company’s objectives, goals and future plans, and statements of intent, the implications of exploration results, mineral resource/reserve estimates and the economic analysis thereof, exploration and mine development plans, timing of the commencement of operations, estimates of market conditions, and statements regarding the results of the pre-feasibility study, including the anticipated capital and operating costs, sustaining costs, net present value, internal rate of return, payback period, process capacity, average annual metal production, average process recoveries, concession renewal, permitting of the project, anticipated mining and processing methods, proposed pre-feasibility study production schedule and metal production profile, anticipated construction period, anticipated mine life, expected recoveries and grades, anticipated production rates, infrastructure, social and environmental impact studies, availability of labour, tax rates and commodity prices that would support development of the Project. Factors that could cause actual results to differ materially from such forward-looking statements include, but are not limited to failure to identify mineral resources, failure to convert estimated mineral resources to reserves, the inability to maintain the modelling and assumptions upon which the interpretation of results are based after further testing, the inability to complete a feasibility study which recommends a production decision, the preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, changes in regulatory requirements, political and social risks, uncertainties relating to the availability and costs of financing needed in the future, uncertainties or challenges related to mineral title in the Company’s projects, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity and in particular gold prices, delays in the development of projects, capital, operating and reclamation costs varying significantly from estimates, the continued availability of capital, accidents and labour disputes, and the other risks involved in the mineral exploration and development industry, an inability to raise additional funding, the manner the Company uses its cash or the proceeds of an offering of the Company’s securities, an inability to predict and counteract the effects of COVID-19 on the business of the Company, including but not limited to the effects of COVID-19 on the price of commodities, capital market conditions, restriction on labour and international travel and supply chains, future climatic conditions, the discovery of new, large, low-cost mineral deposits, the general level of global economic activity, disasters or environmental or climatic events which affect the infrastructure on which the project is dependent, and those risks set out in the Company’s public documents filed on SEDAR+. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Specific reference is made to the most recent Annual Information Form filed on SEDAR+ for a more detailed discussion of some of the factors underlying forward-looking statements and the risks that may affect the Company’s ability to achieve the expectations set forth in the forward-looking statements contained in this presentation. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by law.

Revival Gold Intersects Oxidized Mineralizationin Previously Untested Targets at Beartrack-Arnett

kai erfle on December 19, 2023

Toronto, ON – December 19^th, 2023 – Revival Gold Inc. (TSXV: RVG, OTCQX: RVLGF) (“Revival Gold” or the “Company”), is pleased to report results from the final eight core holes completed in connection with the Company’s 2023 exploration campaign at the Beartrack-Arnett Gold Project (“Beartrack-Arnett” or the “Project”) located in Idaho, USA. Each of the eight holes released today was drilled in the broader Haidee deposit area (see Figure 1 below) and intersected above cut-off grades in near-surface oxide gold mineralization.

Highlights

0.37 g/t gold over 22.6 meters¹ in hole AC23-109D in near-surface oxide gold mineralization at the previously untested Ridge target, located approximately 1,000 meters northwest of the Haidee deposit.
0.36 g/t gold over 9.0 meters¹ in hole AC23-118D in near-surface oxide gold mineralization at another previously untested target at Midlands, located approximately 400 meters southeast of the Haidee deposit.
0.49 g/t gold over 24.3 meters² and 1.41 g/t gold over 5.2 meters² in AC23-119D up-dip of the current Haidee deposit.
0.62 g/t gold over 17.8 meters¹ in AC23-113DA and 0.40 g/t gold over 12.6 meters¹ and 0.31 g/t gold over 32.9 meters¹ in AC23-107D down-dip on the current Haidee deposit.

¹ True width is estimated to be 50% to 70% of drilled width. ² True width is unknown.

Drill holes AC23-109D and AC23-118D include significant intersections of oxide gold mineralization discovered under areas of post-mineralization cover targeted based on the results of a surface geochemical survey, geophysics, and mapping. Hole AC23-109D is particularly intriguing as it was stopped short of its intended target due to operational issues. Mineralization occurs in a brecciated quartzite, thought to overlay the rocks that host mineralization in the Haidee deposit area.

“Today’s results from Ridge and Midland, together with those from up-dip and down-dip of the current Haidee deposit, validate our enthusiasm for the broader Haidee area and confirm the potential for continued growth in near-surface oxide gold resources at Beartrack-Arnett”, said Hugh Agro, President & CEO.

Revival Gold’s 2023 drilling at Beartrack-Arnett consisted of eighteen core drill holes totaling 3,350 meters. Twelve core holes were drilled in and around the Haidee deposit. Six core holes were drilled in three new target areas (Roman’s Trench, Midlands, and Ridge). Results for the first ten holes (Roman’s Trench and Haidee) were released on September 27^th, 2023, and October 31^st, 2023. Today’s release presents the remaining drill holes at Haidee as well as those at Midlands and Ridge. Figure 2 provides a plan drawing of the Haidee and Midlands target areas. Figure 3 provides a conceptual cross-section through the Haidee-Ridge target area.

Detailed Results

¹ True width for all holes but AC23-119D and AC23-120D is estimated to be 50% to 70% of drilled width.
² AC23-107D: 27% recovery from 0.7 meters to 1.7 meters, 42% recovery from 1.7 meters to 2.3 meters, and 50% recovery from 3.7 meters to 4.1 meters.
³ AC23-119D and AC23-120D: Recovery in these holes was poor and the true thickness of mineralization is unknown.

Figure 1: 2023 Drill Campaign Overview

Figure 2: Haidee-Midlands Target Area

Figure 3: Ridge Zone to Haidee Deposit – Conceptual Section

QA/QC Program

Gold assays are determined on samples consisting of half drill core by fire assay and AAS on a 30-gram nominal sample weight (Au-AA23) for Beartrack, and Fire Assay and AAS on a 50-gram nominal sample weight (Au-AA24) for Arnett. For shallow holes, targeting leachable mineralization, gold content is also determined by cyanide leach with an AAS finish on a nominal 30-gram sample weight (Au-AA13). Multi element geochemical analyses are completed on selected drill holes using the ME-MS 61M method.

Qualified Persons

Steven T. Priesmeyer, C.P.G., Vice President Exploration, Revival Gold Inc., is the Company’s designated Qualified Person for this news release within the meaning of National Instrument 43-101 Standards of Disclosure for Mineral Projects and has reviewed and approved its scientific and technical content.

About Revival Gold Inc.

Revival Gold is a growth-focused gold exploration and development company. The Company is advancing the Beartrack-Arnett Gold Project located in Idaho, USA.

Additional disclosure including the Company’s financial statements, technical reports, news releases and other information can be obtained at www.revival-gold.com or on SEDAR+ at www.sedarplus.ca. For further information, please contact: Hugh Agro, President & CEO, or Lisa Ross, CFO, telephone: (416) 366-4100 or email: info@revival-gold.com.

Cautionary Statement

This press release includes certain “forward-looking information” within the meaning of Canadian securities legislation and “forward-looking statements” within the meaning of U.S. securities legislation (collectively “forward-looking statements”. Forward-looking statements are not comprised of historical facts. Forward-looking statements include estimates and statements that describe the Company’s future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, or “plan”. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management’s expectations. Risks, uncertainties, and other factors involved with forward-looking statements could cause actual events, results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this document include, but are not limited to, the Company’s objectives, goals and future plans, and statements of intent, the implications of exploration results, mineral resource/reserve estimates and the economic analysis thereof, exploration and mine development plans, timing of the commencement of operations, estimates of market conditions, and statements regarding the results of the pre-feasibility study, including the anticipated capital and operating costs, sustaining costs, net present value, internal rate of return, payback period, process capacity, average annual metal production, average process recoveries, concession renewal, permitting of the project, anticipated mining and processing methods, proposed pre-feasibility study production schedule and metal production profile, anticipated construction period, anticipated mine life, expected recoveries and grades, anticipated production rates, infrastructure, social and environmental impact studies, availability of labour, tax rates and commodity prices that would support development of the Project. Factors that could cause actual results to differ materially from such forward-looking statements include, but are not limited to failure to identify mineral resources, failure to convert estimated mineral resources to reserves, the inability to maintain the modelling and assumptions upon which the interpretation of results are based after further testing, the inability to complete a feasibility study which recommends a production decision, the preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, changes in regulatory requirements, political and social risks, uncertainties relating to the availability and costs of financing needed in the future, uncertainties or challenges related to mineral title in the Company’s projects, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity and in particular gold prices, delays in the development of projects, capital, operating and reclamation costs varying significantly from estimates, the continued availability of capital, accidents and labour disputes, and the other risks involved in the mineral exploration and development industry, an inability to raise additional funding, the manner the Company uses its cash or the proceeds of an offering of the Company’s securities, an inability to predict and counteract the effects of COVID-19 on the business of the Company, including but not limited to the effects of COVID-19 on the price of commodities, capital market conditions, restriction on labour and international travel and supply chains, future climatic conditions, the discovery of new, large, low-cost mineral deposits, the general level of global economic activity, disasters or environmental or climatic events which affect the infrastructure on which the project is dependent, and those risks set out in the Company’s public documents filed on SEDAR+. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Specific reference is made to the most recent Annual Information Form filed on SEDAR+ for a more detailed discussion of some of the factors underlying forward-looking statements and the risks that may affect the Company’s ability to achieve the expectations set forth in the forward-looking statements contained in this presentation. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by law.

Revival Gold Closes Non-Brokered Private Placement

kai erfle on December 14, 2023

/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

Toronto, ON – December 14^th, 2023 – Revival Gold Inc. (TSXV: RVG, OTCQX: RVLGF) (“Revival Gold” or the “Company”), is pleased to announce that further to its press release dated November 30, 2023 it has closed the second and final tranche (the “Final Tranche”) of its previously announced non-brokered private placement (the “Offering”). An aggregate of 2,994,485 units (the “Units”) were sold under the Final Tranche at a price of $0.35 per Unit for gross proceeds of $1,048,070. This brings the total number of Units sold in the Offering to 9,229,129 for aggregate gross proceeds of $3,230,195.

Each Unit is comprised of one (1) common share of the Company (a “Common Share”) and one half of one (0.5) Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant is exercisable into one (1) Common Share (a “Warrant Share”) at a price of $0.45 per Warrant Share at any time for a period of thirty-six (36) months from the closing of the Offering.

“We are pleased to have completed this private placement and look forward to releasing further exploration results in the weeks ahead”, Hugh Agro, President & CEO.

The net proceeds of the Offering are expected to be used to fund on-going exploration and development at the Company’s core Beartrack-Arnett Gold Project (“Beartrack-Arnett” or the “Project”) located in Lemhi County, Idaho, and for general corporate purposes.

In connection with the closing of the Final Tranche, the Company paid commissions to certain finders of an aggregate of $5,250 in cash and 15,000 finder warrants (the “Finder Warrants”). Each Finder Warrant entitles the holder thereof to purchase one (1) Common Share (a “Finder Warrant Share”) at an exercise price of $0.35 per Finder Warrant Share for a period of thirty-six (36) months from the closing of the Second Tranche.

The Offering and the closing of the Final Tranche is subject to certain conditions including, but not limited to, the receipt of all required regulatory approvals including the approval of the TSX Venture Exchange (“TSXV”). All securities issued and issuable in connection with the Offering were distributed pursuant to the “accredited investor” and “minimum amount investment” exemptions under National Instrument 45-106 – Prospectus Exemptions in certain provinces of Canada, and are subject to a hold period of four months plus one day from the date of issuance. All dollar amounts including the symbol “$”, are expressed in Canadian dollars.

The securities offered pursuant to the Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state security laws, and may not be offered or sold in the United States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with requirements of an applicable exemption therefrom. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Revival Gold Inc.

Revival Gold is a growth-focused gold exploration and development company. The Company is advancing the Beartrack-Arnett Gold Project located in Idaho, USA.

Additional disclosure including the Company’s financial statements, technical reports, news releases and other information can be obtained at www.revival-gold.com or on SEDAR+ at www.sedarplus.ca.

For further information, please contact: Hugh Agro, President & CEO or Lisa Ross, CFO, telephone: (416) 366-4100 or email: info@revival-gold.com.

Cautionary Statement

Forward-looking statements in this document include, but are not limited to, statements regarding the anticipated use of the net proceeds from the Offering, the receipt of all necessary approvals for the Offering, the Company’s objectives, goals and future plans, and statements of intent, the implications of exploration results, mineral resource/reserve estimates and the economic analysis thereof, exploration and mine development plans, timing of the commencement of operations, estimates of market conditions, and statements regarding the results of the pre-feasibility study, including the anticipated capital and operating costs, sustaining costs, net present value, internal rate of return, payback period, process capacity, average annual metal production, average process recoveries, concession renewal, permitting of the project, anticipated mining and processing methods, proposed pre-feasibility study production schedule and metal production profile, anticipated construction period, anticipated mine life, expected recoveries and grades, anticipated production rates, infrastructure, social and environmental impact studies, availability of labour, tax rates and commodity prices that would support development of the Project. Factors that could cause actual results to differ materially from such forward-looking statements include, but are not limited to failure to identify mineral resources, failure to convert estimated mineral resources to reserves, the inability to maintain the modelling and assumptions upon which the interpretation of results are based after further testing, the inability to complete a feasibility study which recommends a production decision, the preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, changes in regulatory requirements, political and social risks, uncertainties relating to the availability and costs of financing needed in the future, uncertainties or challenges related to mineral title in the Company’s projects, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity and in particular gold prices, delays in the development of projects, capital, operating and reclamation costs varying significantly from estimates, the continued availability of capital, accidents and labour disputes, and the other risks involved in the mineral exploration and development industry, an inability to raise additional funding, the manner the Company uses its cash or the proceeds of an offering of the Company’s securities, future climatic conditions, the discovery of new, large, low-cost mineral deposits, the general level of global economic activity, disasters or environmental or climatic events which affect the infrastructure on which the project is dependent, and those risks set out in the Company’s public documents filed on SEDAR+. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Specific reference is made to the most recent Annual Information Form of the Company available on SEDAR+ for a more detailed discussion of some of the factors underlying forward-looking statements and the risks that may affect the Company’s ability to achieve the expectations set forth in the forward-looking statements contained in this presentation. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by law.

Revival Gold Closes First Tranche of Non-Brokered Private Placement

kai erfle on November 30, 2023

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Toronto, ON – November 30^th, 2023 – Revival Gold Inc. (TSXV: RVG, OTCQX: RVLGF) (“Revival Gold” or the “Company”), is pleased to announce that it has closed the first tranche (the “First Tranche”) of its previously announced non-brokered private placement of up to 11,000,000 units of the Company (the “Units”) at a price of $0.35 per Unit (the “Issue Price”) for aggregate gross proceeds of up to $3,850,000 (the “Offering”). An aggregate of 6,234,644 Units were sold under the First Tranche at the Issue Price for total gross proceeds of $2,182,125.

“We are pleased to have completed a first tranche of Revival Gold’s planned private placement and expect to complete the balance in December”, Hugh Agro, President & CEO.

The net proceeds of the Offering will be used to fund on-going exploration and development at the Company’s core Beartrack-Arnett Gold Project (“Beartrack-Arnett”) located in Lemhi County, Idaho and for general corporate purposes.

In connection with the closing of the First Tranche, the Company paid commissions to certain finders of an aggregate of $91,038 in cash and 260,108 finder warrants (the “Finder Warrants”). Each Finder Warrant entitles the holder thereof to purchase one (1) Common Share (a “Finder Warrant Share”) at an exercise price of $0.35 per Finder Warrant Share for a period of thirty-six (36) months from the closing of the First Tranche.

The Offering and the closing of the First Tranche is subject to certain conditions including, but not limited to, the receipt of all required regulatory approvals including the approval of the TSX Venture Exchange (“TSXV”). All securities issued and issuable in connection with the Offering are subject to a hold period of four months plus one day from the date of issuance. All dollar amounts including the symbol “$”, are expressed in Canadian dollars.

Hugh Agro, the CEO and a director of the Company (the “Insider”) acquired 100,000 Units under the First Tranche of the Offering. This issuance of Units to the Insider constitutes 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 an exemption from the formal valuation and minority shareholder approval requirements provided under MI 61-101 pursuant to section 5.5(a) and section 5.7(1)(a) of MI 61-101, on the basis that the participation in the Offering by the Insider does not exceed 25% of the fair market value of the Company’s market capitalization.

About Revival Gold Inc.

Revival Gold is a growth-focused gold exploration and development company. The Company is advancing the Beartrack-Arnett Gold Project located in Idaho, USA.

Additional disclosure including the Company’s financial statements, technical reports, news releases and other information can be obtained at www.revival-gold.com or on SEDAR+ at www.sedarplus.ca.

For further information, please contact: Hugh Agro, President & CEO or Melisa Armand, Manager, Investor Relations, telephone: (416) 366-4100 or email: info@revival-gold.com.

Cautionary Statement

Forward-looking statements in this document include, but are not limited to, statements regarding the anticipated Offering, including the maximum size thereof, the expected timing to complete the Offering, the ability to complete the Offering on the terms provided herein or at all, the anticipated use of the net proceeds from the Offering, the receipt of all necessary approvals for the Offering, the closing of the First Tranche, the timing and closing of the second tranche of the Offering, the Company’s objectives, goals and future plans, and statements of intent, the implications of exploration results, mineral resource/reserve estimates and the economic analysis thereof, exploration and mine development plans, timing of the commencement of operations, estimates of market conditions, and statements regarding the results of the pre-feasibility study, including the anticipated capital and operating costs, sustaining costs, net present value, internal rate of return, payback period, process capacity, average annual metal production, average process recoveries, concession renewal, permitting of the project, anticipated mining and processing methods, proposed pre-feasibility study production schedule and metal production profile, anticipated construction period, anticipated mine life, expected recoveries and grades, anticipated production rates, infrastructure, social and environmental impact studies, availability of labour, tax rates and commodity prices that would support development of the Project. Factors that could cause actual results to differ materially from such forward-looking statements include, but are not limited to failure to identify mineral resources, failure to convert estimated mineral resources to reserves, the inability to maintain the modelling and assumptions upon which the interpretation of results are based after further testing, the inability to complete a feasibility study which recommends a production decision, the preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, changes in regulatory requirements, political and social risks, uncertainties relating to the availability and costs of financing needed in the future, uncertainties or challenges related to mineral title in the Company’s projects, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity and in particular gold prices, delays in the development of projects, capital, operating and reclamation costs varying significantly from estimates, the continued availability of capital, accidents and labour disputes, and the other risks involved in the mineral exploration and development industry, an inability to raise additional funding, the manner the Company uses its cash or the proceeds of an offering of the Company’s securities, an inability to predict and counteract the effects of COVID-19 on the business of the Company, including but not limited to the effects of COVID-19 on the price of commodities, capital market conditions, restriction on labour and international travel and supply chains, future climatic conditions, the discovery of new, large, low-cost mineral deposits, the general level of global economic activity, disasters or environmental or climatic events which affect the infrastructure on which the project is dependent, and those risks set out in the Company’s public documents filed on SEDAR+. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Specific reference is made to the most recent Annual Information Form filed on SEDAR+ for a more detailed discussion of some of the factors underlying forward-looking statements and the risks that may affect the Company’s ability to achieve the expectations set forth in the forward-looking statements contained in this presentation. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by law.

Revival Gold Announces AGM Results

kai erfle on November 21, 2023

Toronto, ON – November 21^st, 2023 – Revival Gold Inc. (TSXV: RVG, OTCQX: RVLGF) (“Revival Gold” or the “Company”), is pleased to announce voting results for the election of directors at its Annual General Meeting (“AGM”) of Shareholders held on November 21^st, 2023, in Toronto.

A total of 42,292,661 common shares representing 40.7% of the Company’s issued and outstanding shares were voted in connection with the AGM. Shareholders approved all items of business before the AGM including the election of Directors as follows:

Director Nominees	Votes For	% of Votes Cast
Wayne Hubert	35,139,994	99.2%
Hugh Agro	35,112,709	99.8%
Robert Chausse	35,123,409	99.8%
Maura Lendon	35,086,909	99.7%
Michael Mansfield	32,313,509	91.8%
Larry Radford	35,136,709	99.8%
Tim Warman	35,100,009	99.7%

Following the AGM, Revival Gold re-appointed Wayne Hubert as Chairman of the Board, Robert Chausse as Audit Committee Chair, Maura Lendon as Corporate Governance and Nominating Committee Chair, Larry Radford as Technical, Safety, Environment and Social Responsibility Committee Chair, and Tim Warman as Compensation Committee Chair.

About Revival Gold Inc.

Revival Gold is a growth-focused gold exploration and development company. The Company is advancing the Beartrack-Arnett Gold Project located in Idaho, USA.

Additional disclosure including the Company’s financial statements, technical reports, news releases and other information can be obtained at www.revival-gold.com or on SEDAR+ at www.sedarplus.ca.

For further information, please contact: Hugh Agro, President & CEO or Melisa Armand, Manager, Investor Relations, telephone: (416) 366-4100 or email: info@revival-gold.com.

Cautionary Statement

This press release includes certain “forward-looking information” within the meaning of Canadian securities legislation and “forward-looking statements” within the meaning of U.S. securities legislation (collectively “forward-looking statements”. Forward-looking statements are not comprised of historical facts. Forward-looking statements include estimates and statements that describe the Company’s future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, or “plan”. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management’s expectations. Risks, uncertainties, and other factors involved with forward-looking statements could cause actual events, results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this document include, but are not limited to, statements regarding the anticipated Financing, including the maximum size thereof, the expected timing to complete the Financing, the ability to complete the Financing on the terms provided herein or at all, the anticipated use of the net proceeds from the Financing, the receipt of all necessary approvals for the Financing, the Company’s objectives, goals and future plans, and statements of intent, the implications of exploration results, mineral resource/reserve estimates and the economic analysis thereof, exploration and mine development plans, timing of the commencement of operations, estimates of market conditions, and statements regarding the results of the pre-feasibility study, including the anticipated capital and operating costs, sustaining costs, net present value, internal rate of return, payback period, process capacity, average annual metal production, average process recoveries, concession renewal, permitting of the project, anticipated mining and processing methods, proposed pre-feasibility study production schedule and metal production profile, anticipated construction period, anticipated mine life, expected recoveries and grades, anticipated production rates, infrastructure, social and environmental impact studies, availability of labour, tax rates and commodity prices that would support development of the Project. Factors that could cause actual results to differ materially from such forward-looking statements include, but are not limited to failure to identify mineral resources, failure to convert estimated mineral resources to reserves, the inability to maintain the modelling and assumptions upon which the interpretation of results are based after further testing, the inability to complete a feasibility study which recommends a production decision, the preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, changes in regulatory requirements, political and social risks, uncertainties relating to the availability and costs of financing needed in the future, uncertainties or challenges related to mineral title in the Company’s projects, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity and in particular gold prices, delays in the development of projects, capital, operating and reclamation costs varying significantly from estimates, the continued availability of capital, accidents and labour disputes, and the other risks involved in the mineral exploration and development industry, an inability to raise additional funding, the manner the Company uses its cash or the proceeds of an offering of the Company’s securities, an inability to predict and counteract the effects of COVID-19 on the business of the Company, including but not limited to the effects of COVID-19 on the price of commodities, capital market conditions, restriction on labour and international travel and supply chains, future climatic conditions, the discovery of new, large, low-cost mineral deposits, the general level of global economic activity, disasters or environmental or climatic events which affect the infrastructure on which the project is dependent, and those risks set out in the Company’s public documents filed on SEDAR+. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Specific reference is made to the most recent Annual Information Form filed on SEDAR+ for a more detailed discussion of some of the factors underlying forward-looking statements and the risks that may affect the Company’s ability to achieve the expectations set forth in the forward-looking statements contained in this presentation. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by law.

TSX.V: RVG

TSX.V: RVG

Revival Gold Announces Closing of Previously Announced Brokered Equity Financing and Update on Ensign Acquisition

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Revival Gold Expands Land Position and Advances Exploration South of Joss

Revival Gold 2023 Year in Review

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Revival Gold Intersects Oxidized Mineralizationin Previously Untested Targets at Beartrack-Arnett

Revival Gold Closes Non-Brokered Private Placement

Revival Gold Closes First Tranche of Non-Brokered Private Placement

Revival Gold Announces AGM Results