Revival GOLD Closes $1 Million Non-Brokered Private Placement Financing
1
REVIVAL GOLD CLOSES $1 MILLION
NON-BROKERED PRIVATE PLACEMENT FINANCING
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Toronto, ON – March 27th, 2020 – Revival Gold Inc. (TSXV: RVG, OTCQB: RVLGF) (“Revival Gold” or
the “Company”), a growth‐focused gold exploration and development company, announces the
close of the non-brokered private placement of 2,500,000 common shares (“Shares”) at $0.40 per
Share for gross proceeds of C$1,000,000 announced on March 23, 2020 (the “Financing”). Net
proceeds of the Financing will be used for general corporate purposes.
In connection with the Financing, Hugh Agro, President, Chief Executive Officer and a Director of
the Company , Rob Chausse and Michael Mansfield , Directors of the Company and Adam
Rochacewich, Chief Financial Officer of the Company (collectively “Insiders”), have acquired
500,000 Shares in the aggregate. This issuance of Shares to Insiders is considered a “related party
transaction” as such term is defined under Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions (“MI 61-101”). The Company is relying on exemptions from
the formal valuation and minority shareholder approval requirements provided under MI 61 -101
on the basis that the participation in the Financing by Insiders does not exceed 25% of the fair
market value of the Company’s market capitalization.
As part of the Financing, Orion Mine Finance (“Orion”) who has immediately prior to the completion
of the Financing controlled 4,867,000 Shares and 350,000 common share purchase warrants of the
Company (“Warrants”), or approximately 9.8% of the then issued and outstanding Shares on a
partially diluted basis, has acquired, through Orion Mine Finance Fund II LP, a limited partnership
managed by Orion Mine Finance Management II Limited, 650,000 Shares, making its holdings in the
Company 5,492,000 Shares and 350,000 Warrants, or approximately 10.5% of the total issued and
outstanding Shares on the partially diluted basis. The Shares were acquired by Orion for investment
purposes, and depending on market and other conditions, Orion may from time to time in the
future increase or decrease its ownerships, control or direction over securities of the Company
through market transactions, private agreements, or otherwise. For the purposes of this notice, the
address of Orion is Cumberland House, 7th Floor, 1 Victoria Street, Hamilton HM11, Bermuda.
In satisfaction of the requirements of the National Instrument 62 -104 - Take-Over Bids And Is suer
Bids and National Instrument 62 -103 - The Early Warning System and Related Take -Over Bid and
Insider Reporting Issues, an early warning report respecting the acquisition of Shares by Orion will
2
be filed under the Company’s SEDAR Profile at www.sedar.com. A copy of the early warning report
regarding Orion’s acquisition can be also obtained by contacting Rick Gashler at 212-596-3497.
Revival Gold currently has 55,417,189 shares outstanding. The securities issued pursuant to the
Financing are subject to a four month and one -day statutory hold period. The Financing is subject
to receipt of the final approval of the TSX Venture Exchange.
The securities offered pursuant to the Financing 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 U.S. state
security laws, and may not be offered or sold in the United States without registration under the
U.S. Securities Act and all applicable state securities laws or compliance with requirements of an
applicable exemption therefrom. This news release shall not constitute an offer to sell or the
solicitation of an offer to buy securities in the United Sta tes, nor shall there be any sale of these
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
has the right to acquire a 100% interest in Meridian Beartrack Co., owner of the former producing
Beartrack Gold Project located in Lemhi County, Idaho. Revival Gold also owns rights to a 100%
interest in the neighboring Arnett Gold Project.
In addition to its interests in Beartrack and Arnett, 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.
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 contact:
Hugh Agro, President & CEO or Adam Rochacewich, CFO
Telephone: (416) 366-4100 or Email: [email protected]
3
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” which 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 inheren t 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 wit h forward -looking information could cause actual
events, results, performance, prospects and opportunities to differ materially from those expressed
or implied by such forward -looking information. Forward looking information in this news release
includes, but is not limited to, the anticipated use of the net proceeds from the Financing, the
receipt of all necessary approvals, including the approval of the TSX-V and the Company’s intentions
regarding its objectives, goals or future plans and statements. Fact ors that could cause actual
results to differ materially from such forward -looking information include, but are not limited to,
the Company’s ability to obtain all approvals required in connection with the Financing, the
Company’s ability to predict or cou nteract potential impact of COVID -19 coronavirus on factors
relevant to the Company’s business, failure to identify 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,
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 information 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 information, whether as a result of new information, future
events or otherwise, other than as required by law.