Mr. Hugh Agro reports

REVIVAL GOLD AGREES TO ACQUIRE ENSIGN MINERALS AND ANNOUNCES CONCURRENT C$7 MILLION EQUITY FINANCING

Revival Gold Inc. has entered into a definitive business combination agreement with Ensign Minerals Inc. and Revival Gold Amalgamation Corp. (Revival Subco) dated April 9, 2024, whereby Revival Gold will acquire all of the issued and outstanding shares of Ensign, a private company, in exchange for an aggregate of 61,376,126 million shares of Revival Gold based on a share exchange ratio of 1.1667 Revival shares for each Ensign share. Upon completion of the proposed business combination, Revival Gold will pursue engineering and economic studies at the newly acquired Mercur gold project located in Utah, United States, while continuing to advance permitting preparations and continuing exploration at the company's Beartrack-Arnett gold project located in Idaho, U.S.

In connection with the transaction, Paradigm Capital Inc. and BMO Capital Markets Inc. have agreed to act as lead agents and joint book runners, on behalf of a syndicate of agents, in connection with a concurrent offering of subscription receipts of Revival Subco for aggregate gross proceeds of $7-million.

Transaction highlights:

• Delivers accretive growth. With aggregate measured and indicated mineral resources of 2.4 million ounces (Moz) of gold (Au) and inferred mineral resources of 3.8 million ounces of gold, the transaction increases Revival Gold's heap-leach gold resources per share and creates one of the largest, pure gold development companies in the United States.
• Shortens estimated timeline to heap-leach gold production. Mercur's preferential location on predominately patented (private) claims, in a semi-arid zone, with existing infrastructure and a short drive from Salt Lake City, Utah, is ideal for permitting and is expected to accelerate Revival Gold's goal of becoming a mid-tier U.S. heap-leach gold producer.
• Complementary and sizable asset base. Opportunity for capital-efficient phased production growth from brownfield sites with a combined target open-pit heap-leach production objective of 150,000 ounces of gold per year from Mercur and Beartrack-Arnett, potentially growing to greater than 250,000 ounces of gold per year with the exploitation of Beartrack-Arnett underground mill material. A phased development approach lowers risk and creates greater value per share as the business grows.
• Significant exploration potential. Numerous open exploration targets have been identified on the extensive land packages at both Mercur in the northeastern Great Basin and Beartrack-Arnett in the Idaho Orogenic gold belt.
• Synergies. The regional proximity of the projects offers the potential to unlock management, general and administrative (G&A), operational, and public market efficiencies. No significant additional management resources are required since the assets are in adjacent states approximately a six-hour drive from each other. There is potential to leverage cross-project experience and expertise to collaborate on studies, permitting and project derisking.
• Financial strength. Concurrent $7-million equity financing and existing cash balances will provide financing support to advance key milestones at Mercur and Beartrack-Arnett.
• Veteran leadership in gold. The resulting company will have significant in-state experience in the exploration, development and operation of gold projects in the Western U.S., with strategic and capital markets leadership from Toronto backed by a larger group of key shareholders.

"With the addition of Mercur, we expect to shorten our estimated timeline to heap-leach gold production while increasing the potential production scale of Revival Gold's heap-leach gold business to approximately 150,000 ounces per year. The combined mineral resource will vault Revival Gold ahead to become one of the largest, pure gold development companies in the United States," said Hugh Agro, Revival Gold's president and chief executive officer.

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

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

Conference call

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

Call-in information

Scheduled start:  Wednesday, April 10, 2024, at 10 a.m. Eastern Time

Call-in number:  416-764-8658

Toll-free in North America:  888-886-7786

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

Transaction details

Pursuant to the terms of the definitive agreement, Revival Gold will acquire all of the issued and outstanding common shares of Ensign, pursuant to a statutory three-cornered amalgamation under the Business Corporations Act (British Columbia), whereby Ensign and Revival Gold Amalgamation, a wholly owned subsidiary of Revival Gold for the purpose of completing the amalgamation, will amalgamate to form a newly amalgamated company (Amalco). Under the amalgamation, shareholders of Ensign, other than Ensign shareholders who have validly exercised and have not withdrawn rights of dissent, will receive 1.1667 Revival shares (as defined below) for each one common share of Ensign held. The consideration implies a purchase price of 41.64 cents per Ensign share, or gross consideration of approximately $21.9-million, based on a deemed 20-day volume-weighted average price per Revival share of 35.69 cents prior to announcement. Upon completion of the amalgamation, Amalco will become a wholly owned subsidiary of Revival Gold. As of the date hereof, there are (i) 113,159,547 Revival shares issued and outstanding, and (ii) 52,606,605 Ensign shares issued and outstanding. Upon completion of the transaction (and without accounting for the concurrent offering), Revival Gold is expected to have approximately 174,535,673 Revival shares issued and outstanding, on an undiluted basis, with (i) approximately 65 per cent of such Revival shares expected to be held by the current shareholders of Revival Gold, and (ii) approximately 35 per cent of such Revival shares expected to be held by the former shareholders of Ensign.

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

The transaction has been unanimously approved by the boards of directors of Revival Gold and Ensign, and the board of directors of Ensign recommends that Ensign shareholders vote in favour of the transaction and related matters. Ensign's board and management, and other shareholders representing approximately 27 per cent of the Ensign shares have entered into voting support agreements in support of the transaction. Wayne Hubert, Revival Gold's current non-executive chairman, is the president, chief executive officer and a director of Ensign, and abstained from voting on the transaction for both Revival Gold and Ensign due to conflicting interests. Closing of the transaction is subject to certain condition precedents, including, but not limited to: obtaining Ensign shareholder approval at the Ensign meeting; obtaining any applicable regulatory approvals, including the approval of the TSX Venture Exchange; closing of the concurrent offering for aggregate gross proceeds of a minimum of $5-million; and other customary conditions for transactions of this nature.

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

The board of directors of Revival Gold, following the closing of the transaction, is expected to remain at seven directors, with Ensign board of director nominee Norm Pitcher expected to replace Michael Mansfield as a director of Revival Gold, who is expected to resign from his position upon closing of the transaction. Additionally, upon closing of the transaction, Revival Gold expects to designate independent director Tim Warman as non-executive chairman, with Mr. Agro serving as president, CEO and director, John Meyer as vice-president of engineering and development, and Lisa Ross as vice-president and chief financial officer.

Mercur gold project overview

The majority of the information summarized herein on the Mercur project has been extracted from the technical report titled, "NI [National Instrument] 43-101 technical report for the Mercur project, Camp Floyd and Ophir mining districts, Tooele and Utah counties, Utah, U.S." prepared by Lions Gate Geological Consulting Inc., Respec Company LLC, and Kappes, Cassidy & Associates, dated Feb. 1, 2024. The technical report will be filed within 45 days of this news release under Revival Gold's SEDAR+ profile. Readers are encouraged to read this technical report in its entirety, including all qualifications, assumptions and exclusions that relate to the mineral resource estimate. This technical report is intended to be read as a whole, and sections should not be read or relied upon out of context.

1. Location and history

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

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

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

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

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

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

1. $5-million (U.S.) due on exercise of the Mercur option;
2. $5-million (U.S.) due on first anniversary of commercial production at Mercur;
3. $5-million (U.S.) due on second anniversary of commercial production at Mercur; and,
4. $5-million (U.S.) due on third anniversary of commercial production at Mercur.

In addition, in connection with the Barrick agreement, Ensign issued Barrick four million Ensign warrants with an exercise price of 25 cents per Ensign share and an expiry of Jan. 2, 2029, and granted Barrick a 2-per-cent net smelter return (NSR) over the Main Mercur area and a 1-per-cent area of interest NSR over certain other Barrick claims within the Mercur district.

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

2. Mineral resource and geology

The Mercur property hosts an inferred mineral resource of 89.6 million tonnes, grading 0.57 gram per tonne (g/t) gold containing 1.64 million ounces of gold, as summarized in the table entitled "Mercur gold project mineral resource estimate."

The Mercur mineral resource has been estimated in conformity with generally accepted guidelines outlined in CIM (Canadian Institute of Mining, Metallurgy and Petroleum) Estimation of Mineral Resources and Mineral Reserves Best Practices Guidelines (Nov. 29, 2019) and is reported in accordance with NI 43-101.

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

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

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

3. Exploration and development

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

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

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

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

4. Metallurgy

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

Ensign's focus has been on potential heap-leachable and/or CIL material at Mercur. During 2022 and 2023, initial metallurgical test work was completed for Ensign jointly by Bureau Veritas Minerals in Richmond, B.C., Canada, and ALS Metallurgy in Kamloops, B.C., Canada. This work included 10 CIL bottle roll cyanide amenability tests (2022) and 10 direct cyanidation (DCN) leach tests (2022).

Historical and Ensign DCN testing results were used by Ensign's consultants to estimate heap-leach gold recoveries. DCN estimates were incorporated into the Mercur block model, then discounted by 15 per cent to reflect potential heap-leach gold recoveries. The gold recoveries assumed for the Mercur mineral resource estimate by domain are summarized in the table entitled "Heap-leach gold recoveries assumed for the Mercur mineral resource."

5. Existing infrastructure

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

Concurrent offering details

Revival Gold will issue a subsequent news release outlining the details of the proposed concurrent offering once finalized. The net proceeds of the concurrent offering are expected to be used by Revival Gold, following completion of the transaction, to complete a preliminary economic assessment on Mercur, advance permitting preparations on Beartrack-Arnett, continue exploration for high-grade material at Beartrack-Arnett, and for working capital and general corporate purposes. In addition, Revival Gold will grant the agents an option, exercisable in whole or in part, for a period of up to two business days prior to the closing of the concurrent offering, to sell up to an additional 15 per cent of the subscription receipts offered under the concurrent offering. The concurrent offering is subject to settling definitive terms, the approval of the TSX Venture Exchange and other necessary regulatory approvals. The concurrent offering is expected to close in early May, 2024.

Select financial information

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

Since inception, Ensign has issued 52.6 million common shares for consideration totalling $18.7-million (approximately 36 cents per Ensign common share) and incurred cumulative exploration expenditures of approximately $7.5-million.

Advisers and counsel

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

Qualified persons

Mr. Meyer, PEng, vice-president of engineering and development, and Steven T. Priesmeyer, CPG, vice-president of exploration, Revival Gold, are the company's designated qualified persons for this news release, within the meaning of National Instrument 43-101 -- Standards of Disclosure for Mineral Projects, and have reviewed and approved its scientific and technical content.

About Revival Gold Inc.

Revival Gold is a growth-focused gold exploration and development company. The company is advancing the Beartrack-Arnett gold project located in Idaho, United States. 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 kilometres and is open on strike and at depth. Mineralization at Arnett is open in all directions.

About Ensign Minerals Inc.

Ensign is a private company existing under the Business Corporations Act (British Columbia) and is focused on exploring for precious metals within the Mercur district, Utah, United States. 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.

We seek Safe Harbor.