Mr. Hugh Agro reports
REVIVAL GOLD ANNOUNCES STRATEGIC PLACEMENT WITH EMR CAPITAL AND C$24 MILLION CAPITAL RAISE
Revival Gold Inc. has agreed to purchase with EMR Capital Management Ltd. pursuant to which EMR has agreed to purchase 28,506,250 common shares of the company at a price of 48 cents per common share for gross proceeds of $10-million (U.S.) ($13.68-million (Canadian)).
EMR is a specialist resource private equity manager and operator with extensive operational experience and a proven record in successful resource operations, development and investment. EMR's pro forma interest in Revival Gold on closing is expected to amount to approximately 10.86 per cent assuming the concurrent offering is fully subscribed and there are no other common share issuances. In connection with the EMR strategic placement, EMR will be granted customary anti-dilution rights to maintain its equity ownership interest and the right to nominate a director to Revival Gold's board of directors pursuant to an investor rights agreement to be entered into between EMR and Revival Gold.
"EMR has developed a world-class reputation backing proven management teams to deliver value creation in the global mining industry," said Hugh Agro, president and chief executive officer. "The addition of EMR to Revival Gold's roster has paved the way to a significant cash injection into the business and secures a strong financial partner with whom the company can advance towards future gold production," added Mr. Agro.
In addition to the EMR strategic placement, the company announces its intention to complete a non-brokered private placement of up to $10.32-million (Canadian) by the issuance of up to a maximum of 21,493,750 common shares at a price of 48 Canadian cents per common share.
Subject to compliance with applicable regulatory requirements and in accordance with Part 5A of National Instrument 45-106 (Prospectus Exemptions, and with Part 5A, the Listed Issuer Financing Exemption), the common shares offered under the concurrent offering will be offered for sale to purchasers resident in Canada (except Quebec) and are expected to be immediately freely tradable under applicable Canadian securities legislation if sold to purchasers resident in Canada. The common shares sold under the concurrent offering may also be issued to purchasers outside of Canada, including to purchasers resident in the United States and in certain offshore foreign jurisdictions, pursuant to applicable regulatory requirements and in accordance with Ontario Securities Commission Rule 72-503 (Distributions Outside Canada). The common shares sold to purchasers in the United States will be made on a private placement basis pursuant to one or more exemptions from registration requirements of the U.S. Securities Act of 1933, as amended. Purchasers are advised to consult their own legal advisers in this regard.
The common shares issued pursuant to the EMR strategic placement will be offered pursuant to the accredited investor exemption under National Instrument 45-106, and will be subject to a four-month-and-one-day hold period under applicable Canadian securities laws. The net proceeds from the EMR strategic placement and concurrent offering will be used to advance Revival Gold's continuing exploration and development of its Mercur and Beartrack-Arnett projects and for general working capital and corporate purposes, as further detailed in the offering document (as defined herein).
There is an offering document dated July 10, 2025, related to the concurrent offering that can be accessed under the company's profile at SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision.
The EMR strategic placement and the concurrent offering are subject to customary closing conditions, including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange. Closing of the EMR strategic placement and the concurrent offering is expected to occur on or about July 29, 2025.
Revival Gold may pay a cash commission to eligible finders which introduce subscribers to the concurrent offering equal to up to 6.0 per cent of the gross proceeds of the concurrent offering.
As announced on March 3, 2025, in connection with the completion of Revival Gold's strategic placement with Dundee Corp. through its wholly owned subsidiary, Dundee Resources Ltd., Dundee has the right to maintain to maintain its equity ownership interest in Revival Gold. If the Dundee participation right is exercised in full and assuming the EMR strategic placement and the concurrent offering are fully subscribed, the company will issue an additional 3,893,283 common shares to Dundee for additional gross proceeds of $1,868,776.
Paradigm Capital Inc. is acting as financial adviser to Revival Gold. Peterson McVicar LLP is acting as legal counsel to Revival Gold. Beacon Securities Ltd. is acting as financial adviser to EMR Capital.
About Revival Gold Inc.
Revival Gold is one of the largest, pure gold mine developers in the United States. The company is advancing development of the Mercur gold project in Utah and mine permitting preparations and continuing 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.
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