10:15:43 EST Thu 06 Nov 2025
Enter Symbol
or Name
USA
CA



Revival Gold Inc
Symbol RVG
Shares Issued 211,102,577
Close 2025-07-31 C$ 0.48
Market Cap C$ 101,329,237
Recent Sedar Documents

Revival Gold closes $29-million financing

2025-07-31 20:31 ET - News Release

Mr. Hugh Agro reports

REVIVAL GOLD COMPLETES $29 MILLION FINANCING INCLUDING STRATEGIC INVESTMENTS BY EMR CAPITAL AND DUNDEE CORPORATION

Revival Gold Inc. has closed its previously announced financing of common shares for total gross proceeds of approximately $29.08-million (Canadian).

The offerings comprised a strategic non-brokered private placement with EMR Capital Management Ltd., pursuant to which EMR subscribed for 32,069,531 common shares at a price of 48 Canadian cents per common share for gross proceeds of $11.3-million (U.S.) ($15.4-million (Canadian)), and a concurrent non-brokered private placement of 28,517,502 common shares at a price of 48 Canadian cents per common share for gross proceeds of $13.68-million (Canadian). Dundee Corp., through its wholly owned subsidiary, Dundee Resources Ltd., exercised its participation right and participated in the concurrent offering to maintain its equity ownership in Revival Gold. Upon closing, EMR's and Dundee's pro forma interests in Revival Gold are approximately 11.8 per cent and 5.3 per cent on a non-diluted basis, respectively.

"With this financing, we have significantly enhanced our balance sheet while safeguarding the full value of our gold assets for the benefit of Revival Gold's shareholders. The transaction was structured on terms friendly to our long-standing owners and was achieved without taking on debt, burdening the project with streams or royalties, or compromising the company's future strategic flexibility," said Hugh Agro, president and chief executive officer. "We're pleased to have Dundee continue as a committed shareholder and are excited to welcome EMR as a new strategic equity partner that shares our vision and is aligned with our mission to deliver significant growth and value in gold," Mr. Agro added.

In connection with the EMR placement, the company entered into an investor rights agreement with EMR, pursuant to which the company granted EMR the right to nominate one director to the board of directors of the company and customary anti-dilution rights to maintain its equity ownership interest in the company through the right to participate in future equity financings and a top-up right. EMR's director nominee, and Revival Gold's now newly appointed director, is Tony Manini, a co-founder and executive director at EMR.

Mr. Manini is a geologist with over 35 years of global resource industry experience. His diverse background covers a wide range of commodities in more than 20 countries and includes technical, commercial, senior management and executive roles in exploration, business development, project evaluation, mine development and operations with Rio Tinto, Oxiana, OZ Minerals, Tigers Realm Group and EMR Capital. Mr. Manini has been closely involved in the discovery and development of multiple mines and deposits globally, and has listed several highly successful junior exploration companies on the Australian Securities Exchange, TSX Venture Exchange and the Alternative Investment Market on the London Stock Exchange. He is a co-founder and executive director of resources private equity firm EMR Capital, and chairman of C3 Metals Inc. and Asiamet Resources Ltd. Mr. Manini holds an honours degree in geology, and is a fellow of the Australian Institute of Mining and Metallurgy and the Society of Economic Geologists.

With Mr. Manini's appointment, former Revival Gold director Norm Pitcher kindly agreed to step off the board and transition to a senior advisory role with the company. Mr. Pitcher served as the president and CEO of the predecessor owner of Revival Gold's Mercur gold project, and was instrumental in the company's formation as one of the largest pure-gold mine developers in the United States.

"We are thrilled to have Tony join us as we look ahead to Revival Gold's continued success, and we extend our sincere thanks to Norm for his pivotal role in advancing the Mercur gold project and shaping Revival Gold into the company it is today," said Mr. Agro. "On behalf of our entire management team and board, I warmly welcome Tony and express our deep appreciation to Norm," Mr. Agro added.

The common shares issued under the concurrent offering were issued to Canadian purchasers pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106, Prospectus Exemptions, and in reliance on the Coordinated Blanker Order 45-935, Exemptions From Certain Conditions of the Listed Issuer Financing Exemption, and to offshore purchasers and purchasers in the United States in accordance with OSC Rule 72-503, Distributions Outside Canada. The common shares issued under the concurrent offering are not subject to any hold period under applicable Canadian securities laws. The common shares issued under to the EMR placement are subject to a four-month-and-one-day hold period under applicable Canadian securities laws.

The net proceeds from the offerings 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. The offerings remain subject to the final approval of the TSX Venture Exchange.

As consideration for their services in the concurrent offering, the company paid certain finders who introduced subscribers to the concurrent offering, including Paradigm Capital Inc., BMO Capital Markets and Velocity Trade Capital Ltd., an aggregate cash payment of $696,398 (Canadian).

Certain early warning disclosures

Immediately prior to the EMR placement, EMR did not have ownership of any securities of Revival Gold. After giving effect to the EMR placement, EMR acquired ownership, or control and direction over, 32,069,531 common shares, representing approximately an 11.8-per-cent ownership interest in the company's issued and outstanding common shares on a non-diluted basis.

EMR entered into the EMR placement for investment purposes and intends to review its investment in Revival Gold on a continuing basis. Depending upon a number of factors, including market and other conditions, EMR may, from time to time, increase or decrease its beneficial ownership, control, direction or economic exposure over securities of Revival Gold.

A copy of the early warning report to be filed by EMR in connection with the EMR placement described above will be available on SEDAR+ under Revival Gold's profile. This news release is issued under the early warning provisions of the Canadian securities legislation.

The common shares of Revival Gold are listed on the TSX Venture Exchange under the symbol RVG and the OTCQX Venture Market under the symbol RVLGF. Revival Gold is a corporation existing under the federal laws of Canada with its head office at 145 King St. W, Suite 2870, Toronto, Ont., M5H 1J8. EMR's head office is located at 18 Forum Lane (third floor), Suite 5307, Camana Bay, Grand Cayman, Cayman Islands, KY1-9006.

Paradigm Capital Inc. acted as financial adviser to Revival Gold. Peterson McVicar LLP acted as legal counsel to Revival Gold. Beacon Securities Ltd. is acting as financial adviser to EMR. Osler, Hoskin & Harcourt LLP acted as legal counsel to EMR.

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-V under the ticker symbol RVG and trades on the OTCQX 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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