Mr. Hugh Agro reports

REVIVAL GOLD ANNOUNCES PRICING OF PREVIOUSLY ANNOUNCED C$7 MILLION BROKERED EQUITY FINANCING

Revival Gold Inc. has priced its previously announced $7-million brokered private placement. 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. pursuant to a three-cornered amalgamation 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 book runners, on behalf of a syndicate of agents, which includes Beacon Securities Ltd., for the sale of up to 21,875,000 subscription receipts of Revival Subco at a price of 32 cents per subscription receipt for aggregate gross proceeds of up to $7-million, subject to an increase pursuant to the overallotment 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 per cent of the subscription receipts offered under the offering.

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, 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 and one-half of one Revival Subco common share purchase 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 upon closing of the offering. 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, and each Revival Subco warrant will be exchanged for one Revival share purchase warrant. Each Revival warrant will be exercisable by the holder thereof for one Revival share at an exercise price of 45 cents per Revival warrant share for a period of 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 per cent 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 per cent of the gross proceeds of the offering and compensation warrants in an amount equal to 6 per cent 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 24 months from the satisfaction of the escrow release conditions (as defined below). Fifty per cent 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 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;
• 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, 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 TSX Venture Exchange 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.

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.

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.

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