2024 - Revival Gold

Revival Gold 2024 Year in Review

kai erfle on December 30, 2024

Toronto, ON – December 30^th, 2024 – Revival Gold Inc. (TSXV: RVG, OTCQX: RVLGF) (“Revival Gold” or the “Company”) is pleased to provide a review of the Company’s key accomplishments over the past year delivering value for our owners and advancing Revival Gold’s portfolio of exciting gold development projects located in the western United States.

Highlights

Revival Gold realized its ambition to grow potential heap leach gold production and enhance the Company’s path to production by acquiring Ensign Minerals Inc. (“Ensign”), a private company and the owner of the Mercur Gold Project (“Mercur”), an attractive past-producing gold project located in Utah. The acquisition delivered a complementary 6,300-hectare gold project with Inferred Mineral Resources of 89.6 million tonnes at 0.57 g/T containing 1.6 million ounces of gold¹.
In connection with the purchase of Mercur, Revival Gold completed a C$7.2 million equity financing in May bringing in Sun Valley Gold LLC and Libra Advisors LLC as well-regarded new institutional investors in the Company.
The Company immediately commenced metallurgical test work on Mercur and, in September, reported an 84% average recovery from five column leach composite tests undertaken on representative samples at Mercur. The columns demonstrated rapid leach kinetics with 90% of gold leached reporting to solution after only five days².
Work continued at Mercur with Kappes Cassiday & Associates and RESPEC Company LLC having been engaged to complete an updated Mineral Resource estimate and Preliminary Economic Assessment (“PEA”) by the end of Q1-2025.
At the Beartrack-Arnett Gold Project (“Beartrack-Arnett”) located in Idaho, Revival Gold restructured and extended the Company’s earn-in agreement (“Agreement”) with Meridian Beartrack Co. (a subsidiary of Pan American Silver Corp.) and the owner of the Beartrack property and related infrastructure. Under the restructuring, the Company converted an obligation to pay the greater of US$6 per ounce of gold in mineral resource or US$15 per ounce of gold in mineral reserve on the third anniversary of the closing of the Agreement, into a 0.3% Net Smelter Return Royalty on future production. The restructuring also provides for a three-year extension to the earn-in; thereby deferring the requirement for Revival Gold to arrange site bonding (US$10.2 million face value) until October 2027.
During the Spring and Summer of 2024, Revival Gold’s exploration team completed an extensive exploration targeting exercise to build on the Company’s understanding of the mineral potential and drill targets south of the Joss deposit and outboard of the Haidee deposit at Beartrack-Arnett. The program included 90 line-kilometers of geophysical surveys, geochemical sampling, field mapping and structural modeling.
Meanwhile, permitting preparation for the first phase heap leach opportunity envisioned for Beartrack-Arnett continued with the competition of a draft Plan of Operations this month. An updated permitting schedule and budget will follow next quarter.
During the year, the former President of Eldorado Gold, Norm Pitcher, joined the Company’s Board of Directors and Revival Gold’s exploration leadership was transitioned to the Company’s accomplished Chief Geologist, Dan Pace.
Revival Gold continued to maintain an exemplary safety record with zero lost-time incidents among Company employees and contractors.

¹ 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 May 24^th, 2024.
² See Revival Gold news release dated September 9^th, 2024.

“Revival Gold transformed its business in 2024 with the addition of the Mercur Gold Project, the restructuring of its underlying agreement to acquire the Beartrack property, and key personnel moves to build on the strength of our team. Looking ahead, Revival Gold’s portfolio encompassing two multi-million-ounce gold systems, some 30,000 acres of highly prospective claims, and credible development plans for future gold production in the U.S., offers investors exceptional value and exposure to gold at a time when quality new gold projects are becoming increasingly more scarce”, said Hugh Agro, President & CEO. “Our team is looking forward to 2025 and we are excited about Revival Gold’s potential”, added Agro.

Qualified Persons

John P. W. Meyer, P.Eng., Vice President, Engineering & Development, 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 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 one of the largest, pure gold, mine developers in the United States. The Company is advancing engineering and economic studies on the Mercur Gold Project in Utah and mine permitting preparations and ongoing exploration at the Beartrack-Arnett Gold Project located in Idaho.

Revival Gold is listed on the TSX Venture Exchange under the ticker symbol “RVG” and trades on

the OTCQX Market under the ticker symbol “RVLGF”. The Company is headquartered in Toronto, Canada, with its exploration and development office located in Salmon, Idaho.

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, Vice President & CFO
Telephone: (416) 366-4100 or Email: info@revival-gold.com.

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.

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, Revival Gold using positive metallurgical test results to support heap leach recovery rate assumptions for a PEA, that the PEA will be delivered around the end of Q1-2025, that a draft Plan of Operations will be completed this month and an updated permitting schedule and budget will follow next quarter, the Company’s plan to acquire Meridian pursuant to the Agreement, the Amendment allowing the Company to focus on developing Beartrack-Arnett in a responsible, efficient and expeditious manner without the burden of a large payment obligation in advance of production, the Company’s objectives, goals and future plans, and statements of intent, the implications of exploration results, mineral resource/reserve estimates and exploration and mine development plans. 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 Resultsand Transition in Exploration Leadership

kai erfle on November 21, 2024

Toronto, ON – November 21^st, 2024 – 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, 2024, in Toronto.

A total of 114,232,316 common shares representing 57.8% 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
Tim Warman	100,805,348	99.9%
Hugh Agro	100,804,739	99.9%
Robert Chausse	100,791,388	99.9%
Wayne Hubert	100,778,763	99.9%
Maura Lendon	100,683,695	99.8%
Norman Pitcher	97,109,138	96.3%
Larry Radford	100,786,874	99.9%

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

Additionally, Revival Gold’s executive leadership consisting of Hugh Agro, John Meyer and Lisa Ross, were re-appointed as President & CEO, VP, Engineering & Development, and VP & Chief Financial Officer, respectively.

Following seven years of service with the Company, Revival Gold announces the retirement of Steve Priesmeyer as Vice President, Exploration, effective December 31^st, 2024. Mr. Priesmeyer was a founding member of the Revival Gold exploration team in 2017 and has been a tireless champion of Revival Gold’s exploration efforts. Mr. Priesmeyer played a key role in the assembly and discovery of the multi-million-ounce Beartrack-Arnett Gold Project in Idaho, and the acquisition and integration of the Company’s new Mercur Gold Project in Utah earlier this year.

Mr. Priesmeyer’s leadership, deep knowledge of geology and mineral exploration, and strong ‘shoulder to the wheel’ have been invaluable to Revival Gold’s development and success. Mr. Priesmeyer’s day-to-day involvement in the business will be missed but he will continue his association with Revival Gold as a technical consultant to assist with the transition and for special assignments as needed. Ongoing exploration leadership duties will be assumed by Revival Gold’s Chief Geologist, Dan Pace, B.A., M.Sc. (Economic Geology), Regis. Mem. SME, Member SEG.

“Steve has had a tremendous impact on Revival Gold success and, together with the team that Steve assembled, is credited with Beartrack-Arnett’s emergence as one of the largest new discoveries of gold in the United States in a decade”, observed Hugh Agro, Revival Gold’s President & CEO. “Steve’s leadership, knowledge and commitment have played a vital role in developing the Company and building a strong foundation for future growth. On behalf of the Board of Directors and the entire Revival Gold team, we extend our sincere thanks to Steve and wish him all the best in his retirement”, added Agro.

Mr. Pace joined Revival Gold in 2023 and quickly helped transform the Company’s in-house geoscience capabilities and capacity with a focus on data-driven techniques to refine and improve upon Revival Gold’s exploration targeting and results. Mr. Pace obtained his master’s degree in Economic Geology from the University of Reno in Nevada, U.S.A. and has a wide breadth of technical experience and a fifteen-year track record of project generation and ore deposit discovery. Mr. Pace is a co-discoverer of the exceptional Silicon gold deposit in Nevada.

“Revival Gold remains committed to building value through responsible exploration and development at Beartrack-Arnett and Mercur”, commented Agro. “We are excited about Dan’s expanded role in the business, and we look forward to carrying on Revival Gold’s exceptional past track record of gold discovery”.

Pursuant to the Company’s stock option plan, Revival Gold has granted 3,195,000 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 $0.35 per share for a period of five years and are subject to vesting provisions.

About Revival Gold

Revival Gold is a pure gold, mine developer operating in the western United States. The Company is advancing engineering and economic studies on the Mercur Gold Project in Utah and mine permitting preparations and ongoing exploration at the Beartrack-Arnett Gold Project located in Idaho.

Revival Gold is listed on the TSX Venture Exchange under the ticker symbol “RVG” and trades on the OTCQX Market under the ticker symbol “RVLGF”. The Company is headquartered in Toronto, Canada, with its exploration and development office located in Salmon, Idaho. 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, the Company’s objectives, goals and future plans, and statements of intent, the implications of exploration results, mineral resource/reserve estimates and exploration and mine development plans. 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 Marks Progress with Technical Programs

kai erfle on October 16, 2024

Toronto, ON – October 16^th, 2024 – Revival Gold Inc. (TSXV: RVG, OTCQX: RVLGF) (“Revival Gold” or the “Company”) marks progress with technical programs on the Company’s gold development projects located in the western United States.

Highlights

Revival Gold contracted RESPEC Company, LLC (“RESPEC”) to update the Mineral Resource Estimate in support of the planned Preliminary Economic Assessment (“PEA”) on the Mercur Gold Project (“Mercur”) in Utah, USA. An updated drillhole database has been assembled and RESPEC has initiated its QA-QC review. Grade domain and metallurgical modeling are also underway.
Hazen Research, Inc. completed comminution testing on two Mercur composite samples. All PEA-level metallurgical test work for Mercur is now complete.
KCA is underway with preliminary engineering trade-off studies. Results indicate that project infrastructure will be optimally located in the Main Mercur area (rather than conveyed to West Mercur or elsewhere for processing) with a satellite heap leach facility at South Mercur for any material to be mined from that area.
Revival Gold’s exploration team has wrapped up its summer field program at the Company’s Beartrack-Arnett Gold Project in Idaho, USA (“Beartrack-Arnett”). Results from this year’s ground magnetics, mapping and surface sampling in the Ridge Target area have extended the target strike approximately half a kilometer to the north-east of drill hole AC23-109D (intersected 22.6 meters of 0.37 g/t gold in brecciated quartzite, see Revival Gold press release dated December 19^th, 2023, for further details). The structure runs parallel and exhibits the same gold-arsenic geochemical signature as observed in the main host shear zone at Beartrack-Arnett (see Figure 1).
With the completion of the summer exploration program at Beartrack-Arnett, work has been initiated on data compilation, field reconnaissance and selective geochemical sampling at Mercur. Efforts are focused on the stratigraphic section at Mercur to evaluate the potential for known mineralized beds and other previously underexplored units to host additional gold mineralization.
Meanwhile, activities have commenced on a draft Plan of Operations for Beartrack-Arnett. Completion is expected by year-end.

“With Mercur metallurgical testing now complete, the detailed work of assembling a robust geological database and model well underway, and engineering trade-off studies advancing, Revival Gold remains on track for the completion of the Mercur PEA, and the delivery of a significant potential value catalyst, by the end of Q1-2025”, said Hugh Agro, President & CEO. “Engineering activities over the coming months will be focused on optimizing the head grade and scale of the potential Mercur heap leach operation and investigating the potential to introduce a CIL mill flow sheet into development plans. We look forward to reporting on these activities as well as Revival Gold’s ongoing exploration and permitting initiatives at both Mercur and Beartrack-Arnett in the months ahead”, added Agro.

Figure 1: Beartrack-Arnett Gold Project – Ridge Target¹

Note: ¹Beartrack-Arnett Project compilation of rock geochemistry. Rock chip chemistry includes samples taken throughout the history of the project and include 107 rock samples press released on November 13^th, 2017, 144 samples taken between 2019 and 2024, and 434 historic rock samples digitized from document archives. Samples include both representative chip samples and historic mine dump samples and may not be representative of in-situ mineralization.

Qualified Persons

John P.W. Meyer, Vice President, Engineering and Development, P.Eng., 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 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

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, that the PEA will be delivered in Q1 2025, the PEA will be a significant potential value catalyst for the business, the draft Plan of Operations will be completed by year end, the Company’s objectives, goals and future plans, and statements of intent, the implications of exploration results, mineral resource/reserve estimates and exploration and mine development plans. 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 Reports Positive Metallurgical Tests Results At Mercur

kai erfle on September 9, 2024

TORONTO, September 9th, 2024 – Revival Gold Inc. (TSX-V: RVG, OTCQX: RVLGF) (“Revival Gold” or the “Company”) is pleased to report positive results from the Company’s column leach metallurgical test program on representative samples from the Mercur Gold Project (“Mercur”) in Utah, U.S.A.

Five composite samples were developed from seven HQ core holes for testing. The composites were developed to be geologically and grade representative of the primary gold-bearing heap leachable host rocks at Mercur. The composites were crushed to 100% passing 12.5 mm (0.5 inch) and actively leached for seven weeks. The test program was undertaken by Kappes Cassiday & Associates (“KCA”) at KCA’s laboratory in Reno, Nevada. Results of were as follows:

Overall extraction rates for gold for the five column leach tests were 85%, 85%, 74%, 92%, and 82%. Table 1 describes the composites tested and compares the column leach test results against the applicable bottle roll test results.
Average sodium cyanide consumption for the column leach tests was 0.57 kg/T (1.14 lbs/t) and lime addition was 1.0 kg/T (2 lbs/t).
The column leach kinetics were rapid on all composites with 90% of the gold leached reporting to solution after only five days.

Table 1: Mercur Gold Project Column Leach Metallurgical Test Results

Composite	Total Gold Extracted (%)
Composite	Bottle Roll (P₈₀ ± 0.106mm)	Bottle Roll (P₈₀ ± 1.70mm)	Column Leach (P₈₀ ± 9.5mm)
Lower Great Blue Limestone	87%	85%	85%
Silver Chert	85%	81%	85%
Magazine Sandstone 1	76%	68%	74%
Magazine Sandstone 2	91%	90%	92%
Other	81%	77%	82%

Together with historical operational and exploration data, these results demonstrate that Mercur host rocks are amenable to cyanide leaching for the recovery of gold. The results will be used to support heap leach recovery rate assumptions to be used in a Preliminary Economic Assessment (“PEA”) for Mercur targeted by Revival Gold for completion by the end of Q1 2025.

“We are very pleased with today’s metallurgical test results”, said Hugh Agro, President and CEO. “The mid-80’s percent average extraction rate and rapid leach kinetics for the five columns tested bode well for the upcoming Mercur PEA”, added Agro.

Qualified Person

John P.W. Meyer, Vice President, Engineering and Development, P.Eng., 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 have reviewed and approved its scientific and technical content.

About Revival Gold

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, Revival Gold using positive metallurgical test results to support heap leach recovery rate assumptions for a PEA, that the PEA will be delivered in Q1 2025, the Company’s objectives, goals and future plans, and statements of intent, the implications of exploration results, mineral resource/reserve estimates and exploration and mine development plans. 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 Restructures and Extends Beartrack Earn-In Terms

kai erfle on September 3, 2024

TORONTO, September 3^rd, 2024 – Revival Gold Inc. (TSX-V: RVG, OTCQX: RVLGF) (“Revival Gold” or the “Company”) is pleased to announce the restructuring and extension of the Meridian Beartrack Co. (“Meridian”) earn-in and related stock purchase agreement (together, the “Agreement”) under which the Company intends to acquire Meridian, a subsidiary of Pan American Silver Corp. (“Pan American”) and the owner of the Beartrack property and associated infrastructure. The Beartrack property (“Beartrack”) encompasses approximately half the mineral claim interests that make up Revival Gold’s 6,300-hectare Beartrack-Arnett gold project in Idaho, U.S.A. (“Beartrack-Arnett”).

The restructuring and extension of the terms of the Agreement (the “Amendment”, dated August 30^th, 2024) eliminates the obligation for Revival Gold to pay a subsidiary of Pan American the greater of US$6 per ounce of gold in mineral resource or US$15 per ounce of gold in mineral reserve on the third anniversary of the closing of the Agreement. In addition, the Amendment provides for a three-year extension to the earn-in; thereby deferring the requirement for Revival Gold to provide site bonding until October 2027. Under the Agreement, Pan American maintains site bonding surety for Beartrack (current face value of US$10.2 million) and Revival Gold reimburses Pan American for all site-related operating and maintenance costs (estimated to be about US$850,000 per year including surety).

In consideration for the Amendment, Revival Gold has agreed that upon closing of the Agreement, Meridian will grant a subsidiary of Pan American a 0.3% net smelter return royalty on Beartrack, which is in addition to the 1.5% net smelter return royalty that is already to be granted at closing. Accordingly, upon closing of the Agreement, Meridian will grant Pan American’s subsidiary a 1.8% net smelter return royalty on Beartrack, of which, 0.5% will be extinguished upon payments totaling US$2 million.

“Today’s announced restructuring improves the alignment of Revival Gold and Pan American’s respective interests in Beartrack and provides Revival Gold with additional time to advance permitting preparations and exploration at Beartrack-Arnett”, remarked Hugh Agro, President & CEO. “Revival Gold is focused on advancing Beartrack-Arnett in a responsible, efficient and expeditious manner and can now do so without having the burden of a large payment obligation in advance of production”, Agro added.

Qualified Persons

John P.W. Meyer, Vice President, Engineering and Development, P.Eng., 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 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

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, the Company’s plan to acquire Meridian pursuant to the Agreement, the Amendment allowing the Company to focus on developing Beartrack-Arnett in a responsible, efficient and expeditious manner without the burden of a large payment obligation in advance of production, the Company’s objectives, goals and future plans, and statements of intent, the implications of exploration results, mineral resource/reserve estimates and exploration and mine development plans. 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 Advances Programs At Mercur And Completes Geophysics At Beartrack-Arnett

kai erfle on July 23, 2024

Toronto, ON – July 23rd, 2024 – Revival Gold Inc. (TSXV: RVG, OTCQX: RVLGF) (“Revival Gold” or the “Company”) is pleased to announce good progress with its exploration and development program at the Mercur gold project in Utah, U.S.A. (“Mercur”) and the completion of this summer’s planned geophysical surveys at the Beartrack-Arnett gold project in Idaho, U.S.A. (“Beartrack-Arnett”).

Mercur Program Highlights

Electronic scanning of approximately 1,900 historical Mercur drill logs has been largely completed. This data will be used to further validate the Mercur database and develop a geo-metallurgical model in support of the planned Mercur Preliminary Economic Assessment (“Mercur PEA”).
In connection with the review of legacy data at Mercur, Revival Gold completed assaying on four reverse circulation exploration holes drilled in 2022 that had been left un-assayed by the previous operator. The four holes, totaling about 440 meters, were drilled in the Main Mercur area (see Figure 1 below). Results include drill hole EN086 which intersected 0.91 g/t gold over 25.9 meters drilled width¹.
Column leach metallurgical tests underway in support of the Mercur PEA are proceeding ahead of schedule. The five column tests at half-inch crush are demonstrating faster than expected leach kinetics and full results are expected in September.
Exploration work at Mercur will commence in August with data compilation, field reconnaissance and selective geochemical sampling. Efforts will focus on the stratigraphic section at Mercur to evaluate the favourability of previously underexplored geologic units that host economic gold mineralization.

1 True width is estimated to be greater than 70% of drilled width.

Beartrack-Arnett Geophysical Survey Highlights

A 42-line-km gradient-induced-polarization ground geophysical survey has been completed in the Leesburg Basin to help refine Revival Gold’s understanding of structural targets (including the Sharkey target area) covered by post-mineral cover south of Joss.
A 47-line-km magnetics ground geophysical survey has been completed over the Ridge and Shenon Gulch targets in the Arnett area to help define potential structural controls on mineralization in the area.
Data processing and interpretation is in process. Survey locations are illustrated in Figure 2 below.

“Revival Gold’s progress with technical programs this year has been encouraging with the Company’s final column leach metallurgical test results at Mercur now expected in September and the Company’s geophysical surveys at Beartrack-Arnett currently being processed to further qualify high value targets for potential future drilling,” said Hugh Agro, President & CEO.

Mercur Drill Results

Samples from four reverse circulation holes drilled in 2022 were submitted to ALS Geochemistry in Elko, Nevada for assay. The holes were drilled but not assayed by the previous operator due to handling issues and funding constraints.

Holes EN085, EN086 and EN087 were drilled in the Marion Hill area. All three drill holes encountered gold mineralization and broadly support the block model used for the current Mineral Resource (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 May 24, 2024, and with an effective date of December 5, 2023). Hole EN084 was drilled in the Mercur Hill area and did not encounter significant mineralization.

Results for drill holes released today are presented in the table below:

Hole Number	Area	Azimuth (deg.)	Dip (deg.)	From (m)	To (m)	Drilled Width¹(m)	Fire Assay Gold Grade (g/t)	AuCN/AuFA Ratio²
EN084	Mercur Hill	0	-90	No Significant Results
EN085	Marion Hill	0	-90	10.7	19.3	7.6	0.60	95%
EN086	Marion Hill	0	-90	13.7	39.6	25.9	0.91	78%
EN087	Marion Hill	0	-90	10.7	13.7	3.0	0.37	96%
				19.8	25.9	6.1	0.98	97%
				33.5	36.6	3.5	0.57	79%

1 Intervals were chosen using a cutoff grade of 0.2 g/t Au. True width is estimated to be greater than 70% of drilled width. Numbers may not add up due to rounding.
2 AuCN/AuFA is the ratio of cyanide soluble gold assay to total gold in fire assay and provides an indication of potential heap leach recoverability for the material sampled.

Recovery from the 2021-2022 drilling program is acceptable, but there are intervals of poor recovery and caving evident from sample weights. Overall, five sample intervals have sufficiently poor recovery as to not provide adequate samples for analysis. Mineralized intervals with poor recovery or evidence of caving are noted in the footnotes to the table above. The four holes were drilled with water for dust suppression but did not encounter groundwater.

Figure 1: 2022 Mercur Project Drill Hole Location Map

Figure 2: 2024 Beartrack-Arnett Project Geophysical Survey Location Map

QA/QC Program

Quality Assurance/Quality Control consists of the regular insertion of certified reference materials, duplicate samples, and blanks into the sample stream. Sample results are analyzed immediately upon receipt and all discrepancies are investigated. Samples are submitted to the ALS Geochemistry sample preparation facility in Elko, Nevada. 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 reverse circulation drill cuttings by fire assay and AAS on a 30-gram nominal sample weight (Au-AA23). For samples containing greater than 100 ppb Au as determined by Fire Assay, 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 41M method.

Qualified Persons

John P.W. Meyer, Vice President, Engineering and Development, P.Eng., 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 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.

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, Revival Gold being poised to capitalize on rising gold prices, Revival Gold’s assets in Utah and Idaho having exciting exploration potential, advancement of permitting preparations and ongoing exploration at Beartrack-Arnett,; 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, . 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 Provides Update On Exploration And Development Program

kai erfle on June 13, 2024

Toronto, ON – June 13th, 2024 – Revival Gold Inc. (TSXV: RVG, OTCQX: RVLGF) (“Revival Gold” or the “Company”) is pleased to provide further details and an update on planned exploration and development activities on the Company’s gold development projects located in the western United States.

Highlights

Revival Gold has contracted Kappes Cassiday Associates (“KCA”) to serve as principal consulting engineering firm to prepare a Preliminary Economic Assessment (“PEA”) for the Company’s recently acquired Mercur Gold Project (“Mercur”) in Utah, USA. Completion of the Mercur PEA is targeted for the end of Q1 2025.
In support of a PEA, KCA has initiated five-column leach metallurgical tests on geologically representative drill core composites from Mercur. The objective of these tests is to support updated heap leach recovery estimates. Initial results are expected within the next two months.
A detailed review of Mercur historical data has been initiated. This includes scanning paper format drill data and reports, including metallurgical test results and production data. The objective of this effort is to make use of all available historical Mercur data to improve the current geological and geochemical model for the project.
With the start of spring, Revival Gold’s exploration team has resumed field work on the Company’s Beartrack-Arnett Gold Project in Idaho, USA (“Beartrack-Arnett”). The primary focus of this year’s work is on mapping and surface sampling in underexplored areas of the Company’s 5,800-hectare (14,300 acre) land position.
- A forty-line-km gradient-induced polarization survey has been scheduled to map additional prospective structures within the Leesburg Basin in the Sharkey target area.
- A forty-line-km ground magnetics survey has been scheduled to cover the Ridge Target designed to better understand the structural environment of favourable drill results from the 2023 drilling program.
The exploration team will move over to Mercur later this year to undertake a property-wide assessment, selective geochemical sampling and reconnaissance. Efforts will focus on the stratigraphic section at Mercur to evaluate the favourability of previously underexplored geologic units that host economic gold mineralization.
Revival Gold plans to initiate work next quarter on a draft Plan of Operations for Beartrack-Arnett. Meanwhile, work continues to re-evaluate the potential heap leach restart mine permitting schedule and baseline data collection steps for the project.

“We are well underway with metallurgical and engineering studies at Revival Gold’s recently acquired Mercur project and are pleased to have the Company’s exploration team now back in the field at Beartrack-Arnett”, said Hugh Agro, President & CEO. “Revival Gold is funded to deliver meaningful results over the next year from our portfolio of 100% pure gold development projects in the western United States. We look forward to sharing news as these results become available”, added Agro.

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.

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

Cautionary Statement

Revival Gold Completes Acquisition Of Ensign Minerals And Announces Release Of Escrowed Funds And Conversion Of Subscription Receipts

kai erfle on May 30, 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 – May 30, 2024 – Revival Gold Inc. (TSXV: RVG, OTCQX: RVLGF) (“Revival Gold” or the “Company”) is pleased to announce the completion of the previously announced business combination between Revival Gold and Ensign Minerals Inc. (“Ensign”), by way of a statutory three-cornered amalgamation (the “Amalgamation”) under the Business Corporations Act (British Columbia), whereby Ensign and Revival Gold Amalgamation Corp. (“Revival Subco”), a wholly-owned subsidiary of Revival Gold, amalgamated to form a newly amalgamated company, named Ensign Minerals Inc. (“Amalco”).

In addition, the Company is also pleased to announce that it has satisfied the outstanding conditions for the release of the escrowed funds from the previously announced C$7,167,464 brokered private placement of 22,398,325 subscription receipts of Revival Subco (the “Subscription Receipts”) at a price of $0.32 per Subscription Receipt, which closed on May 2, 2024 (the “Offering”).

Hugh Agro, President, CEO and director of Revival Gold stated, “With the completion of this transaction, Revival Gold is poised to capitalize on rising gold prices, boasting one of the largest pure gold development portfolios in the United States. Our assets in Utah and Idaho comprise approximately 12,000 hectares (almost 30,000 acres) in complementary, proven mining camps, offering excellent infrastructure, exciting exploration potential, and local community support. We look forward to providing further updates as work progresses to transform Revival Gold into an emerging heap leach gold producer, with targeted aggregate gold production of 150,000 ounces per year”.

Transaction Details

The Transaction was completed pursuant to a business combination agreement dated April 9, 2024, between Revival Gold, Ensign, and Revival Subco, pursuant to which Revival Gold acquired all the issued and outstanding common shares of Ensign (the “Ensign Shares”) in consideration for 61,376,098 common shares of Revival at a deemed price per share of $0.3569 (the “Consideration Shares”). The Consideration Shares were distributed to holders of Ensign Shares on a pro rata basis based on a share exchange ratio of 1.1667 Consideration Shares for each Ensign Share (the “Exchange Ratio”). Further, under the Transaction, all of Ensign’s outstanding options (the “Ensign Options”) and warrants (the “Ensign Warrants”) to acquire Ensign Shares will adjust in accordance with the terms thereof such that the holders thereof are entitled to acquire Revival Shares in lieu of Ensign Shares based on the Exchange Ratio.

Upon completion of the Transaction, Revival Gold became the parent company and the sole shareholder of Amalco and will indirectly carry on the current business of Ensign. The Company expects to 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.

Further details of the Transaction can be found in the Company’s press release dated April 10, 2024 (the “Announcement Press Release”).

Technical Report

In connection with the Transaction, Revival Gold has filed a technical report with respect to Mercur 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 May 24, 2024 and with an effective date of December 5, 2023 (the “Technical Report”). A summary of the Technical Report was included in the Announcement Press Release.

Since the date of the Announcement Press Release, the Technical Report was updated to add Revival Gold as the addressee of the Technical Report and certain other minor amendments were made to ensure full compliance with NI 43-101 – Standards of Disclosure for Mineral Projects and the requirements of the TSX Venture Exchange. The effective date of the Technical Report was not changed and amended Technical Report does not change the mineral resource estimates, conclusions, and recommendations provided in the original technical report dated February 1, 2024, for Mercur. The Technical Report supersedes and replaces all prior technical reports written for Mercur. Readers are encouraged to read the Technical Report in its entirety, including all qualifications, assumptions and exclusions that relate to the mineral resource estimate. The Technical Report may be accessed under Revival Gold’s SEDAR+ profile (www.sedarplus.ca). The Technical Report is intended to be read as a whole, and sections should not be read or relied upon out of context.

Automatic Conversion of Subscription Receipts

Prior to the Amalgamation taking effect and upon satisfaction of the escrow release conditions of the Offering, each Subscription Receipt was converted into one unit comprised of one common share of Revival Subco (each, a “Revival Subco Share”) and one-half of one common share purchase warrant of Revival Subco (each whole warrant, a “Revival Subco Warrant”). Upon completion of the Amalgamation, each Revival Subco Share was exchanged for one common share of the Company (a “Revival Share”), and each Revival Subco Warrant was exchanged for one Revival Share purchase warrant (a “Revival Warrant”). Each Revival Warrant is 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 at any time on or before May 30, 2027. The Revival Shares and Revival Warrants are not subject to a hold period under applicable Canadian securities laws.

The net proceeds of the Offering have been released from escrow and the Company anticipates using such proceeds to complete a Preliminary Economic Assessment on Ensign’s Mercur Project, advance permitting preparations and continue exploration for high-grade material at Beartrack-Arnett, and for working capital and general corporate purposes.

Paradigm Capital Inc. and BMO Capital Markets, acted as co-lead agents, on behalf of a syndicate of agents, which included Beacon Securities Limited (the “Agents”), in connection with the Offering. As consideration for their services, the Agents received: (i) a cash commission of $430,047; and (ii) 1,343,900 non-transferable compensation warrants (the “Compensation Warrants”). Following completion of the Transaction, each Compensation Warrant entitles the holder to purchase one Revival Share at a price of $0.32 at any time on or before May 30, 2026. The Compensation Warrants and 50% of the Agent’s aggregate cash commission was issued and paid, respectively, to the Agents upon closing of the Offering, and the remaining 50% has been released to the Agent’s in connection with the satisfaction of the escrow release conditions for the Offering.

Board Reconstitution & Key Management

As a result of the completion of the Transaction, Norm Pitcher, a former director of Ensign, has been appointed to the board of directors of Revival Gold (the “Board”) and Michael Mansfield has resigned from the Board. Additionally, Revival Gold has designated independent Director Tim Warman as Non-Executive Chairman of the Board. Wayne Hubert will continue on the Board as a non-executive Director.

“Mike Mansfield was a founding investor and Company director and has been a keen champion for Revival Gold’s shareholders over the years”, said Hugh Agro. “We are grateful to have benefited from Mike’s pragmatic advice and keen understanding of the public markets as we’ve worked to build the business to-date. On behalf of our entire management team and board, I wish to thank Mike for his commitment and service to Revival Gold and to say that we look forward to Mike’s continued involvement as a senior advisor to the Company going forward”, added Agro.

Key management of Revival Gold is unchanged and consists of Hugh Agro serving as President & CEO and Director, John Meyer as Vice President, Engineering & Development, and Lisa Ross as Vice President & CFO.

Advisors and Counsel

MPA Morrison Park Advisors Inc. (“MPA”) acted as financial advisor to Revival Gold. Peterson McVicar LLP acted as Revival Gold’s legal counsel. Osler, Hoskin & Harcourt LLP acted as Ensign’s legal counsel. Bennett Jones LLP acted as legal counsel to the Agents.

In connection with the Transaction, MPA provided financial advisory services including delivery of a fairness opinion to the Company’s Board of Directors and certain other ancillary matters (the “Services”). The Company paid MPA a success fee of $250,000 and issued to MPA 657,895 Revival Shares at a deemed price of $0.38 per Revival Share.

None of the securities issued pursuant to the Transaction or the Offering have 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.

Qualified Persons

About Revival Gold Inc.

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 and 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, Revival Gold being poised to capitalize on rising gold prices, Revival Gold’s assets in Utah and Idaho having exciting exploration potential, progressing work to transform Revival Gold into an emerging heap leach gold producer with an expected target of aggregate gold production of at least 150,000 ounces per year, advancement of permitting preparations and ongoing exploration at Beartrack-Arnett, the inability of the Company to apply the use of proceeds from the Offering as anticipated; the resale restrictions of the securities issued pursuant to 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 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

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.