Revival GOLD Announces Adoption of Shareholder Rights Plan and Corporate Update
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REVIVAL GOLD ANNOUNCES ADOPTION OF
SHAREHOLDER RIGHTS PLAN AND CORPORATE UPDATE
Toronto, ON – May 21st, 2026 – Revival Gold Inc. (TSXV: RVG, OTCQX: RVLGF) (“Revival Gold” or
the “Company”) announced today that its board of directors (the “Board”) has unanimously
approved the adoption of a “new generation” shareholder rights plan (the “Rights Plan”)
pursuant to a shareholder rights plan agreement entered into with Computershare Investor
Services Inc. , as rights agent, dated May 21, 2026 (the “Effective Date”).
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
take-over bid or other acquisition of control of the Company (i ncluding by way of a “creeping
take-over bid ”), allowing the Board time and opportunity to identify, solicit and develop
potential alternatives to any unsolicited take -over bids or similar transactions. The Rights Plan
also may prevent a potential acquirer from entering into lock -up agreements with e xisting
shareholders prior to launching a take -over 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 take -over 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 r ights plan in the form of the Rights Plan.
The Rights Plan
Pursuant to the Rights Plan, 12:01 a.m. on the Effective Date (the “Record Time”) one right (a
“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 n o further action by shareholders being
required.
Subject to the terms of the Rights Plan, the Rights become exercisable if a person (an “Acquiring
Person”), together with certain related persons (including persons acting “jointly or in concert”,
as defined in the Rights Plan), becomes the beneficial owne r of 20% or more of the outstanding
common shares (the “Stipulated Percentage”) 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.
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Under the Rights Plan, a “Permitted Bid” is a take -over bid made in compliance with the Canadian
take-over bid regime. Specifically, a Permitted Bid is a take -over bid that is made to all
shareholders, that is open for 105 days (or such shorter period as i s permitted under the
Canadian take -over bid regime) and that contains certain conditions, including that no common
shares will be taken up and paid for unless more than 50% of the common shares that are held
by independent shareholders are tendered to the take-over 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 o f 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 press 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+ at
www.sedarplus.ca.
Corporate Update
Revival Gold further announces the departure of Scott Trebilcock, VP, Corp orate Development
and Investor Relations. Scott 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. We thank
Scott 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 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]
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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, "forward-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 Company 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 express ed 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 the issuance of Rights at the
Record Time pursuant to the Rights Plan; and, the operation of the Rights Plan and its intended benefits.
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: receipt of TSX Venture Exchange approval for the Rights Plan; operation of the
Rights Plan as intended in an effective manner with the expected outcome and impact. For a more detailed
discussion of risks and other factors in general in respect of the Company mineral exploration and
development business 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 mos t recen t 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, whether 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.