Revival GOLD Closes $5 Million Brokered Private Placement

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REVIVAL GOLD CLOSES $5 MILLION

BROKERED PRIVATE PLACEMENT

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

Toronto, ON – April 4th, 2019 – Revival Gold Inc. (TSXV: RVG, OTCQB: RVLGF) (“Revival Gold” or

the "Company"), a growth-focused gold exploration and development company, announces the

close of its amended brokered private placement financing (the “Private Placement”). The Private

Placement was announced March 13 th, 2019 and consisted of the sale of 7,000,000 units of the

Company (“ Units”) at a price of $0.72 per Unit for gross proceeds of $5,040,000. Each Unit

consists of one common share of the Company (a “Share”) and one half of a Share purchase

warrant (each a “Warrant”). Each whole Warrant is exercisable into one Share at a price of $0.90

per Share for 36 months following close of the Private Placement.

The Company intends to use the net proceeds from the Private Placement to fund on -going

exploration and development at the Company’s core Beartrack and Arnett Gold projects and for

general corporate purposes.

“Revival Gold is now funded to complete the next phase of exploration drilling and metallurgical

test work as well as provide an updated resource estimate at the Beartrack -Arnett gold project

over the course of the next 15 months”, said Hugh Agro, President & CEO. “The primary objective

will be to grow near-surface oxide gold resources for which we can leverage existing heap leach

infrastructure at Beartrack”.

Paradigm Capital Inc. and Medalist Capital Ltd. acted as co-lead agents on behalf of a syndicate

of agents including PI Financial Corp. and Beacon Securities Limited (collectively, the “Agents”)

to complete the Private Placement. A commission was paid to the Agents which included a cash

payment of $248,397 and the issuance to the Agents of 367,080 agents’ warrants exercisable into

Shares at $0.72 per Share for a period of 24 months following close of the Private Placement.

Additionally, in connection with the Private Placement , the Company paid cash finder’s fee s of

$17,280 to qualified finders.

In connection with the Private Placement, Hugh Agro, President, Chief Executive Officer and a

Director of the Company , Carmelo Marelli, a Director of the Company and Orion Mine Finance

(“Orion”) (collectively “Insiders”), have acquired 859,200 Units in the aggregate. This issuance of

Units 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

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shareholder approval requirements provided under MI 61-101 on the basis that the participation

in the Private Placement by Insiders does not exceed 25% of the fair ma rket value of the

Company's market capitalization.

Early Warning Report

As part of the Private Placement, Orion has acquired, through Orion Mine Finance II LP, a limited

partnership managed by Orion Mine Finance Management II Limited, 700,000 Units at a price of

$0.72 per Unit for an aggregate purchase price of $504,000, making its holdings in the Company

7,300,500 Shares (assuming the exercise in full of the Warrants). The issuance of 700,000 Units

to Orion represents the acquisition of approximately 2.41% of the number of Shares issued and

outstanding immediately prior to the c losing of the Private Placement calculated on a partially -

diluted basis (assuming the exercise in full of the 350,000 Warrants being issued to Orion in the

Private Placement). Immediately following the closing of the Private Placement, Orion will own

approximately 14% of the total issued a nd outstanding Shares calculated on a partially diluted

basis. Immediately prior to the Private Placement, Orion held 4,167,000 Shares and 2,083,500

Warrants, representing approximately 14% of the total issued and outstanding Shares calculated

on a partially diluted basis (assuming the exercise in full of Orion’s Warrants).

The Units were acquired by Orion for investment purposes. Orion has no current plan or future

intentions which relate to, or would result in, acquiring additional securities of Revival Gold,

disposing of securities of Revival Gold, or any of the other actions requiring disclosure under the

early warning reporting provisions of applicable securities laws. Depending on market conditions,

Orion’s view of Revival Gold’s prospects and other factors considered relevant by Orion, Orion

may acquire additional securities of Revival Gold from time to time in the future, in the open

market or pursuant to privately negotiated transactions, or may sell all or a portion of its

securities of Revival Go ld. 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 Issuer

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 Units by Orion will

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 obtained by contacting Rick Gashler at 212-596-3497.

Revival Gold currently has 49,515,258 Shares outstanding. The securities issued pursuant to the

Private Placement are subject to a four month and one-day statutory hold period.

The securities have not been, and will not be, registered under the Unite d States Securities Act

of 1933, as amended (the “U.S. Securities Act”), or any U.S. state security la ws, and may not be

offered or sold in the Unite d States without registration under the U.S. Securities Act and all

applicable state securities laws or compliance with requirements of an applicable exemption

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therefrom. This press release shall not constitute an offer to sell or the solicitation of an offer to

buy securities in the Unite d States, 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 neighbouring 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 Mou ntain

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 visit www.revival-gold.com or contact:

Adam Rochacewich, VP and Chief Financial Officer

Andrea Totino, Investor Relations Manager

Telephone: (416) 366-4100

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 st atements" 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 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 manage ment’s

expectations. Risks, uncertainties and other factors involved with forward -looking information

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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 Company’s intentions

regarding the use of proceeds of the private placement, objectives, goals or future plans and

statements. Factors that could cause actual results to differ materially from such forward-looking

information include, but are not limited failure to obtain final regulatory approval for the Private

Placement, 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 approval s, 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 th at 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.