Mr. Hugh Agro reports
REVIVAL GOLD ANNOUNCES ADOPTION OF SHAREHOLDER RIGHTS PLAN AND CORPORATE UPDATE
Revival Gold Inc.'s board of directors has unanimously approved the adoption of a new generation shareholder rights plan pursuant to a shareholder rights plan agreement entered into with Computershare Investor Services Inc., as rights agent, dated May 21, 2026.
In alignment with good governance practices, the rights plan is being adopted to help ensure that all shareholders of the company are treated fairly and equally in the event of any unsolicited takeover bid or other acquisition of control of the company (including by way of a creeping takeover bid), allowing the board time and opportunity to identify, solicit and develop potential alternatives to any unsolicited takeover bids or similar transactions. The rights plan also may prevent a potential acquirer from entering into lock-up agreements with existing shareholders prior to launching a takeover bid, except for permitted lock-up agreements as specified in the rights plan. The rights plan is not being adopted in response to any formal proposal or intention to acquire control of the company, nor is the board aware of any pending or threatened takeover bid for the company. As a result, the board of directors has determined that it is advisable and in the best interests of the company and its shareholders that the company has in place a shareholder rights plan in the form of the rights plan.
The rights plan
Pursuant to the rights plan, at 12:01 a.m. on the effective date, one right was attached to each common share of the company outstanding as of the effective date under the rights plan. A right will also be attached to each common share issued after the record time in accordance with the terms of the rights plan. The issuance of rights will not change the manner in which shareholders may trade their common shares and the rights will automatically attach to the common shares with no further action by shareholders being required.
Subject to the terms of the rights plan, the rights become exercisable if a person, together with certain related persons (including persons acting jointly or in concert, as defined in the rights plan), becomes the beneficial owner of 20 per cent or more of the outstanding common shares after the record time, without complying with the permitted bid provisions of the rights plan. Following a transaction that results in a person becoming an acquiring person, the rights entitle the holder thereof (other than the acquiring person and certain related persons), to purchase common shares at a significant discount to the market price at that time.
Under the rights plan, a permitted bid is a takeover bid made in compliance with the Canadian takeover bid regime. Specifically, a permitted bid is a takeover bid that is made to all shareholders, that is open for 105 days (or such shorter period as is permitted under the Canadian takeover bid regime) and that contains certain conditions, including that no common shares will be taken up and paid for unless more than 50 per cent of the common shares that are held by independent shareholders are tendered to the takeover bid.
The rights plan is similar to shareholder rights plans adopted by other Canadian public companies and ratified by their shareholders. While the rights plan is effective as of the effective date, it is subject to shareholder ratification within six months of adoption, failing which it will terminate. The company will be seeking shareholder ratification of the rights plan on a to-be-determined date. Adoption of the rights plan is also subject to the acceptance of the TSX Venture Exchange.
The description of the rights plan in this news release is qualified in its entirety by the full text of the rights plan, which will be available under the company's profile on SEDAR+.
Corporate update
Revival Gold further announces the departure of Scott Trebilcock, vice-president, corporate development and investor relations. Mr. Trebilcock joined Revival Gold in October, 2025, working remotely from Vancouver, B.C., to assist with the close of the Mercur Barrick transaction and the launch of several marketing initiatives to help increase awareness and interest in the company. The company thanks Mr. Trebilcock for his efforts on behalf of the company and wish him well with his future endeavours.
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 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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