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RVG.V ·

Revival GOLD Announces Non-Brokered Private Placement Financing

Financings

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REVIVAL GOLD ANNOUNCES

NON-BROKERED PRIVATE PLACEMENT FINANCING

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Toronto, ON – December 15th, 2022 – Revival Gold Inc. (TSXV: RVG, OTCQX: RVLGF) (“Revival Gold”

or the “Company”), is pleased to announce its intention to complete a non -brokered private

placement of up to 5,000,000 units of the Company (the “Units”) at a price of C$0.60 per Unit (the

“Issue Price”) for gross proceeds of up to C$3,000,000 (the “Financing”). Each Unit will be comprised

of one (1) common share of the Company (a “Common Share”) and one half of one (0.5) Common

Share purchase warrant (each whole warrant, a “W arrant”). Each Warrant will entitle the holder

thereof to acquire one (1) Common Share (a “Warrant Share”) at an exercise price of C$0.80 per

Warrant Share at any time for a period of twenty -four (24) months following the closing of the

Financing.

“With this financing, Revival Gold is taking the opportunity to top up the Company’s year end cash

balance ahead of what is expected to be a very busy 2023”, said Hugh Agro, President & CEO.

The Company reserves the right to increase the size of the Financing by up to 25% of the size of the

Financing (the “Upsize Option”) pursuant to which the Company may offer for sale up to an

additional 1,250,000 Units at the Issue Price . The Upsize Option may be exercised in whole or in

part in the Company’s sole discretion at any time up to the closing of the Financing. If the Financing

is fully subscribed and the Upsize Option is exercised in full, the total gross proceeds of the Financing

is expected to be approximately C$3,750,000. Closing is expected on or about December 28th, 2022.

The Company may pay finders fees to eligible finders in connection with the Financing in accordance

with the policies of the TSX Venture Exchange (the “Exchange”). The net proceeds of the Financing

will be used to fund on-going exploration and development at the Company’s core Beartrack-Arnett

Gold Project (“Beartrack -Arnett”) located in Lemhi County, Idaho and for general corporate

purposes. The Financing is subject to the receipt of all required regulatory approvals including the

approval of the Exchange. All securities to be issued and issuable pursuant to the Financing will be

subject to a hold period of four months and one day from the date of issuance in accordance with

applicable Canadian securities laws.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended,

and may not be offered or sold in the United States absent registration or an applicable exemption

from the registration requirements. This press release shall not constitute an offer to sell or the

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solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which

such offer, solicitation or sale would be unlawful.

About Revival Gold Inc.

Revival Gold Inc. is a growth-focused gold exploration and development company. The Company is

advancing the Beartrack-Arnett Gold Project located in Idaho, USA.

Beartrack-Arnett is the largest past -producing gold mine in Idaho. Engineering work has been

initiated on a Preliminary Feasibility Study (“PFS”) for the potential restart of heap leach operations.

Meanwhile, exploration continues, focused on expanding the 2022 Indicated Mineral Resource of

65.0 million tonnes at 1.01 g/t gold containing 2.11 million ounces of gold and Inferred Mineral

Resource of 46.2 million tonnes at 1.31 g/t gold containing 1.94 million ounces of gold (see Revival

Gold NI -43-101 Technical Report by Wood plc dated July 13th, 2022, for further details). The

mineralized trend at Beartrack extends for over five kilometers and is open on strike and at depth.

Mineralization at Arnett is open in all directions.

Revival Gold has approximately 86.9 million shares outstanding and a cash balance of C$3.4 million

as of September 30th, 2022. All fig ures in this news release are in metric units and in $US unless

stated otherwise. Additional disclosure including the Company’s financial statements, technical

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 contact:

Hugh Agro, President & CEO or Melisa Armand, Investor Relations

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 news release.

This news release includes certain “forward-looking information” within the meaning of Canadian securities

legislation and “forward -looking statements” within the meaning of U.S. securities legislation (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 an d 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.

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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 includes, but is not

limited to, the size of the Financing, the completion, terms and expected closing date of the Financing , the

Company’s objectives, goals or future plans, statements, exploration results, potential mineralization, the

estimation of mineral resources, exploration and mine development plans, timing of the commencement of

operations and estimates of market conditions. Factors that could cause actual results to differ materially

from such forward-looking statements include, but are not limited to failure to iden tify mineral resources,

failure to convert estimated mineral resources to reserves, the inability to complete a feasibility study which

recommends a production decision, the preliminary nature of metallurgical test results, delays in obtaining

or failures to obtain required governmental, environmental or other project approvals, political risks,

uncertainties relating to the availability and costs of financing needed in the future, changes in equity

markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development

of projects, capital, operating and reclamation costs varying significantly from estimates and the other risks

involved in the mineral exploration and development industry, an inability to raise additional f unding, the

manner the Company uses its cash or the proceeds of an offering of the Company’s securities, an inability to

predict and counteract the effects of COVID-19 on the business of the Company, including but not limited to

the effects of COVID -19 on the price of commodities, capital market conditions, restriction on labour and

international travel and supply chains, and those risks set out in the Company’s public documents filed on

SEDAR. Although the Company believes that the assumptions and factors used in preparing the forward -

looking statements in this news release are reasonable, undue reliance should not be placed on such

information, which only applies as of the date of this news release, and no assurance can be given that such

events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to

update or revise any forward-looking statements, whether as a result of new information, future events or

otherwise, other than as required by law.