Of America OR to Any Person Located OR Resident IN the United States of America, Its Territories and Possessions, Any State of the United States OR the District of
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF
AMERICA OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF
COLUMBIA.
REVIVAL GOLD ANNOUNCES DUNDEE CORPORATION EXERCISE OF
PARTICIPATION RIGHT, UPSIZE OF FINANCING TO A TOTAL OF $29
MILLION
Toronto, ON – July 15, 2025 – Revival Gold Inc. (TSXV: RVG) (“Revival Gold” or the “Company”) is
pleased to announce that, further to the Company’s press releases dated July 10, 2025 and July 14,
2025, the Company has upsized its previously announced non-brokered private placement of up to
C$13.68 million by the issuance of up to 28,517,502 common shares of the Company
(“Common Shares”) at a price of C$0.48 per Common Share (the “ Concurrent Offering”). The
Concurrent Offering was upsized to accommodate Dundee Corporation, through its wholly owned
subsidiary, Dundee Resources Limited (“Dundee”), who informed the Company that it intends to
exercise its participation right to maintain its equity ownership in the Company.
The terms of the previously announced strategic placement with EMR Capital Management Limited
(“EMR”) remain as announced on July 14, 2025 , whereby EMR will purchase 32,069,531 Common
Shares at a price of C$0.48 per Common Share for gross proceeds of US$11.3 million (C$15.4 million)
(the “EMR Strategic Placement”). Assuming the Concurrent Offering is fully subscribed , t he
aggregate gross proceeds of the Concurrent Offering and EMR Strategic Pl acement is expected to
be approximately C$29.08 million.
EMR’s and Dundee’s pro-forma interest in Revival Gold on closing is expected to amount to
approximately 11.8% and 5.3% on a non-diluted basis, respectively, assuming the Concurrent
Offering is fully subscribed and there are no other Common Share issuances.
Subject to compliance with applicable regulatory requirements and in accordance with Part 5A of
National Instrument 45 -106 – Prospectus Exemptions (“NI 45-106” 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 tradeable 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 purchaser’s resident in the United States and in certain
offshore foreign jurisdictions, pursuant to applicable regulatory requirements and in accordance
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with OSC Rule 72-503 - Distributions Outside Canada (“OSC Rule 72-503”). 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 United States Securities Act of 1933, as
amended (the “U.S. Securities Act”). Purchasers are advised to consult their own legal advisors in
this regard.
The Common Shares issued pursuant to the EMR Strategic Placement will be offered pursuant to
the accredited investor exemption under NI 45-106 and will be subject to a 4 -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 ongoing 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 amended and restated offering document dated July 15, 2025 (the “Offering
Document”) related to the Concurrent Offering that can be accessed under the Company’s profile
at www.sedarplus.ca and on the Company's website at www.revival -gold.com. 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 who introduce subscribers to the
Concurrent Offering equal to up to 6.0% of the gross proceeds of the Concurrent Offering. No cash
commission is expected to be paid in connection with Dundee’s participation under the Concurrent
Offering.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities
in the United States. The securities described herein have not been and will not be registered under
the United States Securities Act of 1933, as am ended (the "U.S. Securities Act"), or any state
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securities laws and may not be offered or sold in the United States absent registration or an
applicable exemption from such registration requirements.
Paradigm Capital Inc. is acting as Financial Advisor to Revival Gold. Peterson McVicar LLP is acting
as legal counsel to Revival Gold . Beacon Securities Limited is acting as Financial Advisor 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
ongoing 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.
For further information, please contact:
Hugh Agro, President & CEO or Lisa Ross, Vice President & CFO
Telephone: (416) 366-4100 or Email: [email protected]
Cautionary Statement
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release contains "forward -looking information" within the meaning of applicable Canadian securities
legislation and "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of
1995 (collectively, "forw ard-looking statements"). Forward -looking statements are not comprised of historical facts.
Forward-looking statements include estimates and statements that describe the Company’s future plans, objectives or
goals, including words to the effect that the Co mpany or management expects a stated condition or result to occur.
Forward-looking statements may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”,
“may”, “could”, “would”, “will”, or “plan”. Since forward -looking statements are based on assumptions and address
future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these
statements are based on information currently available to the Company, the Company provides no assurance that
actual results will meet management’s expectations. Risks, uncertainties, and other factors involved with forward -
looking statements could cause actual events, results, performance, prospects, and opportunities to differ materially
from those expressed or implied by such forward-looking statements. Forward-looking statements in this news release
include, but are not limited to: statements with respect to the EMR Strategic Placement and the Concurrent Offering,
including the size thereof, the expected timing to complete the EMR Strategic Placement and the Concurrent Offering,
the ability to complete the EMR Strategic Placement and the Concurrent Offering on the terms provided herein or at
all, the receipt of all necessary approvals, the intended use of proceeds of the EMR Strategic Placement and the
Concurrent Offering, EMR and Dundee’s pro forma interest in the Company, that the Common Shares issued under the
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Listed Issuer Financing Exemption are not expected to be subject to any hold period under Canadian securities laws and
statements with respect to Dundee’s intention to exercise its participation right.
Forward-looking statements and information involve significant known and unknown risks and uncertainties, should
not be read as guarantees of future performance or results and will not necessarily be accurate indicators of whether
or not such results will be achieved. A number of factors could cause actual results to differ materially from the results
expressed or implied by such forward-looking statements or information, including, but not limited to: the Company's
ability to finance the development of its mineral properties; uncertainty as to whether there will ever be production at
the Company's mineral exploration and development properties; risks related to the Company's ability to commence
production at the projects and generate material revenues or obtain adequate financing for its planned exploration and
development activities; uncertainties relating to the assumptions underlying resource and reserve estimates; mining
and development risks, including risks related t o infrastructure, accidents, equipment breakdowns, labour disputes,
bad weather, non-compliance with environmental and permit requirements or other unanticipated difficulties with or
interruptions in development, construction or production; the geology, grade and continuity of the Company's mineral
deposits; the uncertainties involving success of exploration, development and mining activities; permitting timelines;
government regulation of mining operations; environmental risks; unanticipated reclamation ex penses; prices for
energy inputs, labour, materials, supplies and services; uncertainties involved in the interpretation of drilling results
and geological tests and the estimation of reserves and resources; unexpected cost increases in estimated capital a nd
operating costs; the need to obtain permits and government approvals; material adverse changes, unexpected changes
in laws, rules or regulations, or their enforcement by applicable authorities; the failure of parties to contracts with the
company to per form as agreed; social or labour unrest; changes in commodity prices; and the failure of exploration
programs or studies to deliver anticipated results or results that would justify and support continued exploration,
studies, development or operations. For a more detailed discussion of such risks and other factors that could cause
actual results to differ materially from those expressed or implied by such forward -looking statements, refer to other
risks and uncertainties disclosed in the Company’s public filings with Canadian securities regulators, including its most
recent annual information form and management’s discussion and analysis, available at www.sedarplus.ca. The
forward-looking statements contained in this press release are made as of the date of this press release. Except as
required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward -
looking statements, whe ther as a result of new information, future events or otherwise. Additionally, the Company
undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the
matters discussed above.