Revival Gold Announces Agreement on Former Beartrack Mine and $10 Million Brokered and Non-Brokered Private Placement
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Revival Gold Announces Agreement on Former Beartrack Mine
and $10 Million Brokered and Non-Brokered Private Placement
NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Toronto, ON. – September 7, 2017 – Revival Gold Inc. (TSXV: RVG) (“Revival” or the "Company")
is pleased to announce the execution of an earn-in and related stock purchase a greement (the
“Agreement”) with Meridian Gold Company (“Meridian”), a subsidiary of Yamana Gold Inc. , by
which Revival may acquire a 100% interest in Meridian Beartrack Co . (“Meridian Beartrack”) ,
owner of the Beartrack Gold Project (“Beartrack” or, the “Project”) located in Lemhi County,
Idaho. The Agreement is subject to regulatory approval.
Beartrack is a former producing gold mine that was the subject of renewed exploration activity
by Meridian in 2012 and 2013. The Project encompasses 3,496 acres (1,415 hectares) and hosts
five kn own mineralized areas within a five -kilometer strike length along the Panther Creek
Fault. Mineralization is open to the south-west and at depth.
The Project is situated approximately four miles east of Revival’s Arnett Creek Gold Project and
will serve as the Company’s base for exploration drill hole core logging and storage for both
Beartrack and Arnett Creek.
Revival may acquire Meridian Beartrack by making a cash payment of US$250,000, delivering
four million shares of Revival, spending US$10 million on exploration and funding certain
remediation costs during a four-year earn-in period. Upon completion of the acquisition Revival
will assume future site remediation and closure obligations. Revival will also be required to
provide a 1% NSR royalty and pay the greater of US$6 per ounce of gold in mineral resource or
US$15 per ounce of gold in mineral reserve on all ounces outlined over the next seven years.
Revival and Meridian Beartrack have applied to re -commence exploration at Beartrack and
expect to receive approval from the U.S. Forest Service to start drilling shortly.
“This transaction is a major step forward in the growth of Revival’s brownfields exploration and
development portfolio and builds on the Company’s existing property position in Lemhi County,
Idaho,” said Hugh Agro, President and CEO. “Key members of our team have a long history and
deep familiarity with Beartrack and Revival is therefore well positioned to immediately
capitalize on the opportunity.”
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Beartrack
The Beartrack open pit heap leach mine was operated by Meridian Beartrack from 1994 until
2000 and produced approximately 600,000 ounces of gold . The mine achieved a life -of-mine
recovery of 87% based on the cyanide-soluble grade from oxide material during hea p leaching
operations. Beartrack was closed at a time when the gold price was below US$300 per ounce.
In 2011 Meridian Beartrack completed an internal review and estimated a remaining resource
of 26.6 million tonnes at an average grade of 1.51 g/t gold containing approximately 1,299,000
ounces of gold (the “Historical Resource Estimate”) . The Historical Resource Estimate was
unclassified and did not use the categories (“inferred”, “indicated” or “measured” mineral
resource, or “probable” or “proven” min eral reserve) set out in Sections 1.2 and 1.3 of NI 43 -
101 as defined by the Canadian Institute of Mining, Metallurgy an Petroleum (“CIM”). Although
the Historic Resource Estimate is unclassified, based on the rigorous nature of the methodology
employed in making the estimate, the resource estimate could be categorized as an historic
inferred mineral resource.
The Historic Mineral Resource was estimated in a block model using exploration drill hole gold
assay data and production blast hole drilling gold assay data to define gold grade shells.
Polygons representing lithologies were generated using geologic contacts defined by
exploration drilling and refined by pit geologic mapping. Fixed down -hole gold assay
composites of 25 feet (7.6 meters) were cre ated for the estimation of gold grade into model
blocks measuring 25 feet (7.6 meters) by 25 feet by 25 feet . Composite variography was
completed to define anisotropy parameters for block grade estimation within the lithologic
polygons using ordinary kriging. The block model was constructed based on geological and
operational experience gained mining oxide mineralization at Beartrack. A cut-off grade of 0.03
ounces per ton (1.03 grams gold per tonne) was used for the Historic Resource Estimate.
A Qualified Person has not completed sufficient work to verify the Historic Resource Estimate.
A Qualif ied Person has not done sufficient work to classify the Historic Resource Estimate as
current mineral resources and Revival Gold is not treating the His toric R esource Estimate as
current mineral resources. The Historic Resource Estimate is global in nature and has not been
classified in the CIM categories, as required by NI 43 -101. Revival Gold has not undertaken any
data verification of the historical data upon which the Historic R esource is based. The Historic
Resource Estimate is the most recent resource estimate currently available regarding Beartrack.
The Historic R esource Estimate is only relevant to obtain a reference to gold mineralization
potential at Beartrack. The Project will require further evaluation (including confirmation
drilling and metallurgical test work) to upgrade any material in the Historic Resource Estimate
to NI 43-101 Mineral Resources or Mineral Reserves.
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Earn-In Agreement
Under the terms of the Agreement , Revival may acquire a 100% interest in Meridian Beartrack,
owner of the Beartrack Gold Project, over a four-year earn-in period by undertaking the
following:
• Making a cash payment of US$250,000 and delivering 1 million shares of Revival on the
Agreement becoming effective;
• Delivering a further 1 million shares of Revival at the end of each of the first, second and
third year of the Agreement (total of an additional 3 million shares);
• Expending US$10 million in exploration over four years, US$2 million per year in each of
the first and second year and US$3 million per year in each of the third and fourth year;
• Funding out-of-pocket costs assoc iated with remediation of past operating activities in
years three and four of the Agreement (estimated to be approximately US$850,000 each
year);
• Completing a mineral resource estimate prepared in accordance with NI 43-101 and
making a cash payment equal to the greater of US$6 per ounce of gold in mineral
resource or US$15 per ounce of gold in mineral reserve based on the mineral reserve
and mineral resource estimate at the end of year seven which includes all mineral
resources or mineral reserves discove red and determined during the four -year earn in
period and a three-year period post earn-in; and,
• Upon completion of the acquisition of Meridian Beartrack, Revival will also provide a 1%
NSR and assume all future site remediation and closure obligations relating to the
Project.
During the term of the Agreement , Meridian Beartrack, shall continue to be responsible for
providing financial surety for bonding requirements in respect of past operating activities with
Revival funding the applicable out-of-pocket costs of such surety in years three and four as
indicated above.
During the term of the Agreement , Revival shall be permitted to use Beartrack site
infrastructure including roads, power, drilling water and the exploration warehouse facility.
Financing
In connection with the Agreement, Revival has entered into a marketed financing agreement
with PI Financial Corp. and Medalist Capital Ltd. to complete a brokered private placement of
up to 12,000,000 units (each a “Unit”) at a price of C $0.60 per Unit for gross proceeds of
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C$7,200,000 (the “Brokered Financing”). Each Unit will consist of one common share (“Common
Share”) and
one-half of one share purchase warrant (a “Warrant”). Each whole warrant will entitle the
holder to acquire one Common Share for C$0.90 for a period of two years. The lead agents will
have an over-allotment option to increase the offering size by 1,800,000 Units.
In addition, Revival intends to complete a non-brokered private placement on the same terms
as the Brokered Financing consisting of up to 4 ,000,000 Units at a price of C $0.60 per Unit for
gross proceeds of C$2,400,000 (the “Non-Brokered Financing”). The Non-Brokered Financing is
subject to an over-allotment option, allowing Revival to issue additional 600,000 Units.
The Brokered Financing and the Non-Brokered Financing are subject to regulatory approval.
Estimated net proceeds from the Brokered an d Non-Brokered Financing of C $9 million will be
used to fund approximately 11,000 meters of core drilling, geological analysis , metallurgical
testing and project management over the next two field seasons at Beartrack.
Next Steps
Exploration permitting preparations are underway. Subject to regulatory approval, Revival
expects the Agreement to become effective and the Private Placement to close by September
26th, 2017. Exploration at Beartrack will commence shortly thereafter.
Steven T. Priesmeyer, B.Sc., M.Sc., C.P.G., Vice -President Exploration, Revival Gold Inc., is the
Company's designated Qualified Person for this news release within the meaning of National
Instrument 43-101 Standards of Disclosure for Mineral Projects and has reviewed and approved
its scientific and technical content.
About Revival Gold Inc.
Revival Gold Inc. ( formerly Strata Minerals Inc. ) is a growth focused gold exploration and
development company. The Company has executed an agreement whereby it may acquire a
100% interest in Meridian Beartrack Co ., owner of the Beartrack Gold Project located in Lemhi
County, Idaho. Revival also owns a 100% interest in the neighbouring Arnett Creek Gold Project.
In addition to its interests in Beartrack and Arnett Creek, the Company is pursuing other gold
exploration and development opportunities and holds a 51% interest in the Diamond Mountain
Phosphate Project located in Uintah County, Utah.
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Additional disclosure of the Company’s financial statements, technical reports, material change
reports, news releases and other information can be obtained at www.revival -gold.com or on
SEDAR at www.sedar.com.
For further information, please visit www.revival- gold.com or contact Andrea Totino, Investor
Relations Manager at (416) 366-4100 or [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 news
release.
This News Release includes certain "forward -looking statements". These statements are based on
information currently available to the Company and the Company provides no assurance that actual
results will meet management's expectations. 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 involv e inherent risks and uncertainties.
Actual results relating to, among other things, the ability to complete the acquisition of the Beartrack
Project and the related financings, the relevance and reliability of the historical Beartrack Project
resource est imate, results of exploration, project development, reclamation and capital costs of the
Company's mineral properties, and the Company's financial condition and prospects, could differ
materially from those currently anticipated in such statements for many reasons such as: the inability to
complete the acquisition of the Beartrack Project and related financings on the terms as announced or
at all; the historical Beartrack Project resource estimate may not be relevant or reliable ; changes in
general economic conditions and conditions in the financial markets; changes in demand and prices for
minerals; litigation, legislative, environmental and other judicial, regulatory, political and competitive
developments; technological and operational difficulties encoun tered in connection with the activities
of the Company; and other matters discussed in this news release. This list is not exhaustive of the
factors that may affect any of the Company's forward -looking statements. These and other factors
should be considered carefully and readers should not place undue reliance on the Company's forward -
looking statements. The Company does not undertake to update any forward -looking statement that
may be made from time to time by the Company or on its behalf, except in accor dance with applicable
securities laws.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities
in the United States. The securities have not been and will not be registered under the United States
Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not
be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities
Act and applicable state securities laws or an exemption from such registration is available.