REVIVAL GOLD AGREES TO ACQUIRE ENSIGN MINERALS AND ANNOUNCES CONCURRENT C$7 MILLION EQUITY FINANCING Creating One of the Largest Gold Development Companies in the United States with an Enhanced Platform for Heap Leach Gold
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REVIVAL GOLD AGREES TO ACQUIRE ENSIGN MINERALS AND
ANNOUNCES CONCURRENT C$7 MILLION EQUITY FINANCING
Creating One of the Largest Gold Development Companies in the
United States with an Enhanced Platform for Heap Leach Gold
Production from Low CapEx Brownfield Sites
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Toronto, ON – April 10th, 2024 – Revival Gold Inc. (TSXV: RVG, OTCQX: RVLGF) (“Revival Gold” or
the “Company”) is pleased to announce that it has entered into a definitive business combination
agreement with Ensign Minerals Inc. (“Ensign”) and Revival Gold Amalgamation Corp. (“Revival
Subco”) dated April 9th, 2024 (the “Definitive Agreement”), whereby Revival Gold will acquire all of
the issued and outstanding shares of Ensign , a private company, in exchange for an aggregate of
61,376,126 million shares of Revival Gold based on a share exchange ratio of 1.1667 Revival shares
for each Ensign share. Upon completion of the proposed business combination (the “Transaction”),
Revival Gold will pursue engineering and economic studies at the newly acquired Mercur Gold
Project (“Mercur”) located in Utah, USA while continuing to advance permitting preparations and
ongoing exploration at the Company’s Beartrack-Arnett Gold Project (“Beartrack-Arnett”) located
in Idaho, USA.
In connection with the Transaction, Paradigm Capital Inc. and BMO Capital Markets Inc. have agreed
to act as lead agents and joint bookrunners, on behalf of a syndicate of agents , in connection with
a concurrent offering of subscription receipts of Revival Subco (the “Subscription Receipts”) for
aggregate gross proceeds of C$7,000,000 (the “Concurrent Offering”).
Transaction Highlights
• Delivers Accretive Growth. With aggregate Measured and Indicated Mineral Resources of
2.4 million ounces of gold1,3 and Inferred Mineral Resources of 3.8 million ounces of gold2,3,
the Transaction increases Revival Gold’s heap leach gold resources per share and creates
one of the largest, pure gold, development companies in the United States4.
• Shortens Estimated Timeline to Heap Leach Gold Production . Mercur’s preferential
location on predominately patented (private) claims, in a semi-arid zone , with existing
infrastructure, and a short drive from Salt Lake City, Utah, is ideal for permitting and is
expected to accelerate Revival Gold’s goal of becoming a mid-tier U.S. heap leach gold
producer.
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• Complementary and Sizeable Asset Base . Opportunity for capital efficient phased
production growth from brownfield sites with a combined target open pit heap leach
production objective of 150,000 ounces of gold per year from Mercur and Beartrack-Arnett,
potentially growing to greater than 250,000 ounces of gold per year with the exploitation of
Beartrack-Arnett underground mill material. 5,6 A phased development approach lowers risk
and creates greater value per share as the business grows.
• Significant Exploration Potential. Numerous open exploration targets have been identified
on the extensive land packages at both Mercur in the northeastern Great Basin and
Beartrack-Arnett in the Idaho Orogenic Gold Belt.
• Synergies. The regional proximity of the projects offers the potential to unlock
management, G&A, operational and public market efficiencies. No significant additional
management resources are required since the assets are in adjacent states approximately
six hours’ drive from each other. There is potential to leverage cross-project experience and
expertise to collaborate on studies, permitting, and project de-risking.
• Financial Strength. Concurrent C$7 million equity financing and existing cash balances will
provide funding support to advance key milestones at Mercur and Beartrack-Arnett.
• Veteran Leadership in Gold. The resulting company will have significant in-state experience
in the exploration, development, and operation of gold projects in the Western U .S. with
strategic and capital markets leadership from Toronto backed by a larger group of key
shareholders.
Notes: 1Contained within 86.2 million tonnes at 0.87 g/t gold at Beartrack-Arnett. 2Contained within 50.7 million tonnes at 1.34 g/t gold
at Beartrack-Arnett for 2.19 million ounces of gold and 89.6 million tonnes at 0.57 g/t gold at Mercur for 1.64 million ounces of gold. 3See
“Preliminary Feasibility Study NI 43 -101 Technical Report on the Beartrack -Arnett Heap Leach Project, Lemhi County, Idaho, USA”
prepared by Kappes, Cassidy & Associates, IMC, KCH and WSP, dated August 2 nd, 2023, and “NI 43 -101 Technical Report for the Mercur
Project, Camp Floyd and Ophir Mining Districts, Tooele & Utah Counties, Utah, USA” prepared by Lions Gate Geological Consulti ng Inc.,
RESPEC Company LLC, and Kappes, Cassidy & Associates, dated February 1st, 2024, for further details. 4Based on analysis of industry peers,
pre and post transaction Revival Gold shares outstanding , and pro-forma Mineral Resources noted in the Technical Reports referenced
above. 5Target production based on Beartrack-Arnett 2023 PFS average production and future potential from Mercur Mineral Resource.
6Considers potential underground operation for Beartrack -Arnett based PFS Mineral Resource factors including 2,500 tpd unground
throughput, average grade, and recovery.
"With the addition of Mercur, we expect to shorten our estimated timeline to heap leach gold
production while increasing the potential production scale of Revival Gold’s heap leach gold
business to approximately 150,000 ounces per year. The combined Mineral Resource will vault
Revival Gold ahead to become one of the largest, pure gold, development companies in the United
States”, said Revival Gold President & CEO, Hugh Agro.
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Mr. Agro further commented: “We are pleased to be entrusted by Ensign’s shareholders with the
future development of Mercur. The Transaction is a “win-win” outcome for all concerned creating
a clear path for Revival Gold to unlock significant value for shareholders by potentially expediting
the path to become a mid-tier open pit heap leach gold producer. With Mercur, Revival Gold will
obtain a high-quality complementary project at an attractive acquisition price of about US$10 per
ounce in situ. Incorporating an asset that brings forward Revival Gold’s potential production date
marks a considerable enhancement to the value, risk profile, and upside for the Company”.
John Knowles, Chairman and Director of Ensign, added: “Ensign is pleased to join with Revival Gold
to deliver value for our respective shareholders in gold. The combined company will feature veteran
industry leadership, synergistic and complementary gold assets, and a credible business plan to
become a cash-flowing mid-tier U.S. gold producer”.
Conference Call
Management will host a conference call later this morning to discuss Revival Gold’s acquisition of
Ensign.
Call-in information below:
Scheduled Start: Wednesday, April 10th, 2024, 10:00 am EST
Call-In Number: 416-764-8658
Toll-Free in North America: 888-886-7786
A replay of the conference call will be available for one week at 416 -764-8691 or toll-free in North
America at 877-674-6060. Playback passcode 712425#.
Transaction Details
Pursuant to the terms of the Definitive Agreement, Revival Gold will acquire all of the issued and
outstanding common shares of Ensign pursuant to a statutory three -cornered amalgamation (the
“Amalgamation”) under the Business Corporations Act (British Columbia), whereby Ensign and
Revival Gold Amalgamation Corp., a wholly-owned subsidiary of Revival Gold incorporated for the
purpose of completing the Amalgamation, will amalgamate to form a newly amalgamated company
(“Amalco”). Under the Amalgamation, shareholders of Ensign (“Ensign Shareholders”), other than
Ensign Shareholders who have validly exercised and have not withdrawn rights of dissent, will
receive 1.1667 Revival Shares (as defined below) for each one common share of Ensign (each, an
“Ensign Share”) held. The consideration implies a purchase price of C$0.4164 per Ensign Share, or
gross consideration of approximately C$21.9 million, based on a deemed 20-day volume weighted
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average price per Revival Share of C$0.3569 prior to announcement . Upon completion of the
Amalgamation, Amalco will become a wholly owned subsidiary of Revival Gold . As of the date
hereof, there are (i) 113,159,547 Revival Shares issued and outstanding, and (ii) 52,606,605 Ensign
Shares issued and outstanding. Upon completion of the Transaction (and without accounting for
the Concurrent Offering ), Revival Gold is expected to have approximately 174,535,673 Revival
Shares issued and outstanding, on an undiluted basis, with (i) approximately 65% of such Revival
Shares expected to be held by the current shareholders of Revival Gold, and (ii) approximately 35%
of such Revival Shares expected to be held by the former shareholders of Ensign.
Upon completion of the Transaction, Revival Gold will be the parent company and the sole
shareholder of Amalco and will indirectly carry on the current business of Ensign. In connection with
the Transaction, Ensign will seek the approval of its shareholders with respect to the Amalgamation
at a meeting of Ensign Shareholders to be convened around the end of April 2024 (the “Ensign
Meeting”). An information circular providing further information on the Amalgamation will be
provided to the Ensign Shareholders in connection with the Ensign Meeting.
The Transaction has been unanimously approved by the Boards of Directors of Revival Gold and
Ensign, and the Board of Directors of Ensign recommends that Ensign shareholders vote in favour
of the Transaction and related matters. Ensign’s Board and management and other shareholders
representing approximately 27% of the Ensign Shares have entered into voting support agreements
in support of the transaction. Wayne Hubert, Revival Gold’s current Non-Executive Chairman, is the
President and CEO and a Director of Ensign and abstained from voting on the Transaction for both
Revival Gold and Ensign due to conflicting interests. Closing of the Transaction is subject to certain
condition precedents, including but not limited to: Obtaining Ensign Shareholder approval at the
Ensign Meeting, obtaining any applicable regulatory approvals including the approval of the TSX V,
closing of the Concurrent Offering for aggregate gross proceeds of a minimum of $5,000,000, and
other customary conditions for transactions of this nature.
The Board of Directors of Revival Gold has received an opinion from MPA Morrison Park Advisors
Inc. to the effect that, based on and subject to the assumptions, limitations, and qualifications
stated in such opinion, the consideration to be paid by Revival Gold pursuant to the Transaction is
fair, from a financial point of view to Revival Gold.
The Board of Directors of Revival Gold following the closing of the Transaction is expected to remain
at seven (7) Directors, with Ensign Board of Director nominee Norm Pitcher expected to replace
Michael Mansfield as a Director of Revival Gold, who is expected to resign from his position upon
closing of the Transaction. Additionally, upon closing of the Transaction, Revival Gold expects to
designate independent Director Tim Warman as Non -Executive Chairman, with Hugh Agro serving
as President & CEO and Director, John Meyer as Vice President, Engineering & Development , and
Lisa Ross as Vice President & CFO.
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Mercur Gold Project Overview
The majority of the information summarized below on Mercur has been extracted from the
Technical Report titled, “NI 43-101 Technical Report for the Mercur Project, Camp Floyd and Ophir
Mining Districts, Tooele & Utah Counties, Utah, USA”, prepared by Lions Gate Geological Consulting
Inc., RESPE C Company LLC, and Kappes, Cassidy & Associates, dated February 1 st, 2024 . The
Technical Report will be filed within 45 days of this news release under Revival Gold’s SEDAR+
profile (www.sedarplus.ca). Readers are encouraged to read th is technical report in its entirety,
including all qualifications, assumptions and exclusions that relate to the Mineral Resource
estimate. This technical report is intended to be read as a whole, and sections should not be read
or relied upon out of context.
1. Location and History
Mercur is located 57 kilometers southwest of Salt Lake City in the Oquirrh Mountains in Utah, a
highly mineralized mountain range that is also host to the Barney’s Canyon and Melco sediment-
hosted gold deposits, and Bingham Canyon, one of the world’s largest copper-gold mines. See
Figure 1, Location Map, below.
Figure 1: Mercur Gold Project Location Map
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Historically, 2.6 million ounces of gold were mined from the Mercur District, including
approximately 1.5 million ounces of gold produced from Mercur by Getty Oil Company (“Getty”)
and later Barrick Gold (“Barrick”) during the period of 1983 to 1998.
Mercur includes interests in 463 patented mining claims, 426 fee land tax parcels, 395 unpatented
lode mining claims, three unpatented mill site claims, and six Utah state metalliferous minerals
leases that cover 6,255 net hectares (approximately 15,300 net acres) of mineral rights. The existing
Mineral Resources are primarily situated on private land.
Barrick operated Mercur until 1998 when it was closed due to low gold prices. Since closure, Barrick
has substantially completed reclamation of the Mercur site.
In August 2020, Ensign executed an assignment agreement with Rush Valley Exploration for 3,579
net h ectares primarily in the West Mercur area, which was followed by , also in August 2020, a
merger agreement with Priority Minerals securing an additional 213 net hectares in the South
Mercur area.
On May 13, 2021, Ensign entered into an option agreement (subsequently amended on June 13,
2022, May 15, 2023, and April 1, 2024) with Barrick (the “Barrick Agreement”) to acquire Barrick’s
interests in the Mercur area (the “Mercur Option”). The Barrick Agreement, as amended, which has
an expiry of January 2, 2026, enables Ensign to acquire Barrick’s interests for a total of US$20 million
in cash or, at the sole discretion of Barrick, shares, payable as follows:
(i) US$5 million due on exercise of the Mercur Option;
(ii) US$5 million due on first anniversary of commercial production at Mercur;
(iii) US$5 million due on second anniversary of commercial production at Mercur; and,
(iv) US$5 million due on third anniversary of commercial production at Mercur.
In addition, in connection with the Barrick Agreement, Ensign issued Barrick four million Ensign
warrants with an exercise price of C$0.25 per Ensign share and an expiry of January 2, 2029, and
granted Barrick a 2% Net Smelter Return (“NSR”) over the Main Mercur area and a 1% Area of
Interest NSR over certain other Barrick claims within the Mercur district.
In late August 2021 , Ensign completed an option and assignment agreement with Mountainwest
Minerals for certain claims in South Mercur . In October 2021, two option and assignment
agreements were executed with Sacramento Gold Mining ( three-year option to explore 90 net
hectares) and Geyser Marion Gold Mining ( three-year option to explore 673 net h ectares).
Throughout 2021, Ensign staked several claims at Main, North, South and West Mercur . In 2022,
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Ensign executed an exploration license with an option to purchase on one claim held by a private
party and purchased a 4.2% outstanding interest on some of its properties to consolidate a 100%
interest. In 2023, Ensign leased an outstanding 25% interest in certain claims to increase its interest
to 75%. The resulting Mercur property position is outlined in Figure 2, Mercur Gold Project Claim
Map, below.
Figure 2: Mercur Gold Project Claim Map
2. Mineral Resource and Geology
The Mercur property hosts an Inferred Mineral Resource of 89.6 million tonnes, grading 0.57 g/t
gold containing 1.64 million ounces of gold as summarized in Table 1, Mercur Gold Project Mineral
Resource, below.
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Table 1: Mercur Gold Project Mineral Resource Estimate
Deposit Tonnes
(Mt)
Gold
(g/t)
Contained Gold
(koz)
Main Mercur 74.1 0.57 1,350
South Mercur 15.6 0.59 290
Total Inferred 89.6 0.57 1,640
Note: See “NI 43-101 Technical Report for the Mercur Project, Camp Floyd and Ophir Mining Districts, Tooele & Utah Counties, Utah, USA” prepared
by Lions Gate Geological Consulting Inc., RESPEC Company LLC, and Kappes, Cassidy & Associates, dated February 1st, 2024, for further details.
The Mercur Mineral Resource has been estimated in conformity with generally accepted guidelines
outlined in CIM Estimation of Mineral Resources and Mineral Reserves Best Practices Guidelines
(November 29, 2019) and is reported in accordance with NI 43-101.
Estimations are made from 3D block models based on geostatistical applications using commercial
mine planning software (MinePlan). The project limits are based on a local mine grid system.
Separate block models were set up for Main Mercur and South Mercur with a nominal block size of
50 x 50 x 30 feet (15 x 15 x 9 meters). Sample data is derived from a combination of surface diamond
and reverse circulation drill holes. The pierce points of the drill holes into the mineralized zone vary
but can be approximately 25- to 50-foot (8- to 15-meter) spacing in the areas of historic mining.
There is a total of 2,970 drillholes in the block models. Of these, 2,861 holes are historical holes that
were primarily drilled by Barrick and Getty, and 109 holes were drilled by Ensign. Comparisons show
that the Ensign drill hole and Barrick drill hole sample results agree over all areas being investigated.
The Mercur Mineral Resource estimate has been generated from drill hole sample assay results and
the interpretation of a geologic model that relates to the spatial distribution of gold and silver.
Interpolation characteristics were defined based on the geology, drill hole spacing, and
geostatistical analysis of the data. The Mineral Resources were classified according to their
proximity to sample data locations and are reported, as required by NI 43-101, according to the CIM
Definition Standards for Mineral Resources and Mineral Reserves (May 2014).
3. Exploration & Development
Revival Gold considers the large regional package at Mercur to hold attractive potential for
additional discoveries based on the project’s track record of past production and the results of
recent fieldwork undertaken by Ensign. Nevertheless, Revival Gold’s primary objective with its work