REVIVAL GOLD COMPLETES ACQUISITION OF ENSIGN MINERALS AND ANNOUNCES RELEASE OF ESCROWED FUNDS AND CONVERSION OF SUBSCRIPTION RECEIPTS Creating One of the Largest Gold Development Companies in the United States with an Enhanced Platform for Heap Leach Gold Production from
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REVIVAL GOLD COMPLETES ACQUISITION OF ENSIGN MINERALS AND
ANNOUNCES RELEASE OF ESCROWED FUNDS AND CONVERSION OF
SUBSCRIPTION RECEIPTS
Creating One of the Largest Gold Development Companies in the
United States with an Enhanced Platform for Heap Leach Gold Production from
Low CapEx Brownfield Sites
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Toronto, ON – May 30, 2024 – Revival Gold Inc. (TSXV: RVG, OTCQX: RVLGF) (“Revival Gold” or the
“Company”) is pleased to announce the completion of the previously announced business
combination between Revival Gold and Ensign Minerals Inc. (“Ensign”), by way of a statutory three-
cornered amalgamation (the “Amalgamation”) under the Business Corporations Act (British
Columbia), whereby Ensign and Revival Gold Amalgamation Corp. (“Revival Subco”), a wholly -
owned subsidiary of Revival Gold, amalgamated to form a newly amalgamated company , named
Ensign Minerals Inc. (“Amalco”).
In addition, the Company is also pleased to announce that it has satisfied the outstanding conditions
for the release of the escrowed funds from the previously announced C$7,167,464 brokered private
placement of 22,398,325 subscription receipts of Revival Subco (the “Subscription Receipts”) at a
price of $0.32 per Subscription Receipt, which closed on May 2, 2024 (the “Offering”).
Hugh Agro, President, CEO and director of Revival Gold stated, “With the completion of this
transaction, Revival Gold is poised to capitalize on rising gold prices, boasting one of the largest
pure gold development portfolios in the United States. Our assets in Utah and Idaho comprise
approximately 12,000 hectares (alm ost 30,000 acres) in complementary, proven mining camps,
offering excellent infrastructure, exciting exploration potential, and local community support. We
look forward to providing further updates as work progresses to transform Revival Gold into an
emerging heap leach gold producer, with targeted aggregate gold production of 150,000 ounces
per year”.
Transaction Details
The Transaction was completed pursuant to a business combination agreement dated April 9, 2024,
between Revival Gold, Ensign , and Revival Subco, pursuant to which Revival Gold acquired all the
issued and outstanding common shares of Ensign (the “Ensign Shares”) in consideration for
61,376,098 common shares of Revival at a deemed price per share of $0.3569 (the “Consideration
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Shares”). The Consideration Shares were distributed to holders of Ensign Shares on a pro rata basis
based on a share exchange ratio of 1.1667 Consideration Shares for each Ensign Share (the
“Exchange Ratio”). Further, under the Transaction, all of Ensign’s outstanding options (the “Ensign
Options”) and warrants (the “Ensign Warrants”) to acquire Ensign Shares will adjust in accordance
with the terms thereof such that the holders thereof are entitled to acquire Revival Shares in lieu
of Ensign Shares based on the Exchange Ratio.
Upon completion of the Transaction, Revival Gold became the parent company and the sole
shareholder of Amalco and will indirectly carry on the current business of Ensign . The Company
expects to pursue engineering and economic studies at the newly acquired Mercur Gold Project
(“Mercur”) located in Utah, USA while continuing to advance permitting preparations and ongoing
exploration at the Company’s Beartrack-Arnett Gold Project (“Beartrack-Arnett”) located in Idaho,
USA.
Further details of the Transaction can be found in the Company’s press release dated April 10, 2024
(the “Announcement Press Release”).
Technical Report
In connection with the Transaction, Revival Gold has filed a technical report with respect to Mercur
titled, “NI 43-101 Technical Report for the Mercur Project, Camp Floyd and Ophir Mining Districts,
Tooele & Utah Counties, Utah, USA” , prepared by Lions Gate Geological Consulting Inc., RESPE C
Company LLC, and Kappes, Cassidy & Associates, dated May 24, 2024 and with an effective date of
December 5, 2023 (the “Technical Report”). A summary of the Technical Report was included in the
Announcement Press Release.
Since the date of the Announcement Press Release, the Technical Report was updated to add
Revival Gold as the addressee of the Technical Report and certain other minor amendments were
made to ensure full compliance with NI 43 -101 – Standards of Disclosure for Mineral Projects and
the requirements of the TSX Venture Exchange. The effective date of the Technical Report was not
changed and amended Technical Report does not change the mineral resource estimates,
conclusions, and recommendations provided in the original technical report dated February 1,
2024, for Mercur. The Technical Report supersedes and replaces all prior technical reports written
for Mercur. Readers are encouraged to read the Technical Report in its entirety, including all
qualifications, assumptions and exclusions that relate to the mineral resource estimate. The
Technical Report may be accessed under Revival Gold’s SEDAR+ profile ( www.sedarplus.ca). The
Technical Report is intended to be read as a whole, and sections should not be read or relied upon
out of context.
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Automatic Conversion of Subscription Receipts
Prior to the Amalgamation taking effect and upon satisfaction of the escrow release conditions of
the Offering, each Subscription Receipt was converted into one unit comprised of one common
share of Revival Subco (each, a “Revival Subco Share”) and one-half of one common share purchase
warrant of Revival Subco (each whole warrant, a “Revival Subco Warrant”). Upon completion of the
Amalgamation, each Revival Subco Share was exchanged for one common share of the Company (a
“Revival Share”), and each Revival Subco Warrant was exchanged for one Revival Share purchase
warrant (a " Revival Warrant"). Each Revival Warrant is exercisable by the holder thereof for one
Revival Share (each, a “Revival Warrant Share”) at an exercise price of C$0.45 per Revival Warrant
Share at any time on or before May 30 , 2027. The Revival Shares and Revival Warrants are not
subject to a hold period under applicable Canadian securities laws.
The net proceeds of the Offering have been released from escrow and the Company anticipates
using such proceeds to complete a Preliminary Economic Assessment on Ensign’s Mercur Project,
advance permitting preparations and continue exploration for high -grade material at Beartrack -
Arnett, and for working capital and general corporate purposes.
Paradigm Capital Inc. and BMO Capital Markets, acted as co -lead agents, on behalf of a syndicate
of agents, which included Beacon Securities Limited (the “Agents”), in connection with the Offering.
As consideration for their services, the Agents received: (i) a cash commission of $430,047; and (ii)
1,343,900 non -transferable compensation warrants (the “Compensation Warrants”). Following
completion of the Transaction, each Compensation Warrant entitle s the holder to purchase one
Revival Share at a price of $0.32 at any time on or before May 30, 2026. The Compensation Warrants
and 50% of the Agent’s aggregate cash commission was issued and paid, respectively, to the Agents
upon closing of the Offering, and the remaining 50% has been released to the Agent’s in connection
with the satisfaction of the escrow release conditions for the Offering.
Board Reconstitution & Key Management
As a result of the completion of the Transaction, Norm Pitcher, a former director of Ensign, has been
appointed to the board of directors of Revival Gold (the “Board”) and Michael Mansfield has
resigned from the Board. Additionally, Revival Gold has designated independent Director Tim
Warman as Non-Executive Chairman of the Board. Wayne Hubert will continue on the Board as a
non-executive Director.
“Mike Mansfield was a founding investor and Company director and has been a keen champion for
Revival Gold’s shareholders over the years”, said Hugh Agro. “We are grateful to have benefited
from Mike’s pragmatic advice and keen understanding of the public markets as we’ve worked to
build the business to -date. On behalf of our entire management team and board, I wish to thank
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Mike for his commitment and service to Revival Gold and to say that we look forward to Mike’s
continued involvement as a senior advisor to the Company going forward”, added Agro.
Key management of Revival Gold is unchanged and consists of Hugh Agro serving as President &
CEO and Director, John Meyer as Vice President, Engineering & Development, and Lisa Ross as Vice
President & CFO.
Advisors and Counsel
MPA Morrison Park Advisors Inc. (“MPA”) acted as financial advisor to Revival Gold . Peterson
McVicar LLP acted as Revival Gold’s legal counsel. Osler, Hoskin & Harcourt LLP acted as Ensign’s
legal counsel. Bennett Jones LLP acted as legal counsel to the Agents.
In connection with the Transaction, MPA provided financial advisory services including delivery of
a fairness opinion to the Company’s Board of Directors and certain other ancillary matters (the
“Services”). The Company paid MPA a success fee of $250,000 and issued to MPA 657,895 Revival
Shares at a deemed price of $0.38 per Revival Share.
None of the securities issued pursuant to the Transaction or the Offering have been, nor will they
be, registered under the U.S. Securities Act and may not be offered or sold in the United States or to,
or for the account or benefit of, U.S. persons absent registration or an applicable exemption from
the registration requirements. This news release shall not constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the securities in any state in which such offer,
solicitation or sale would be unlawful. “United States” and “U.S. person” are as defined in Regulation
S under the U.S. Securities Act.
Qualified Persons
John P.W. Meyer, Vice President, Engineering and Development, P.Eng., and Steven T. Priesmeyer,
C.P.G., Vice President Exploration, Revival Gold Inc., are the Company’s designated Qualified
Persons for this news release within the meaning of National Instrument 43 -101 Standards of
Disclosure for Mineral Projects and have reviewed and approved its scientific and technical content.
About Revival Gold Inc.
Revival Gold is one of the largest, pure gold, mine developers in the United States. The Company is
advancing engineering and economic studies on the Mercur Gold Project in Utah and mine
permitting preparations and ongoing exploration at the Beartrack-Arnett Gold Project located in
Idaho.
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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.
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.sedarplus.ca.
For further information, please contact:
Hugh Agro, President and CEO or Lisa Ross, CFO
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 press 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 expe cts a stated co ndition 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 f uture 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 manageme nt’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 expressed or implied by such
forward-looking statements.
Forward-looking statements in this document include, but are not limited to, Revival Gold being poised to capitalize on
rising gold prices, Revival Gold’s assets in Utah and Idaho having exciting exploration potential, progressing work to
transform Revival Gold into an emerging heap leach gold producer with an expected target of aggregate gold production
of at least 150,000 ounces per year , advancement of permitting preparations and ongoing exploration at Beartrack -
Arnett, the inability of the Company to apply the use of proceeds from the Offering as anticipated; the resale restrictions
of the securities issued pursuant to the Offering , the Company’s objectives, goals and future plans, and statements of
intent, the implications of exploration results, mineral resource/reserve estimates and the economic analysis thereof,
exploration and mine development plans, timing of the commencement of operations, estimates of market conditions,
and statements regarding the results of the pre -feasibility study, including the anticipated capital and operating costs,
sustaining costs, net present value, internal rate of return, payback period, process capacity, average annual
metal production, average process recoveries, concession renewal, permitting of the project, anticipated mining
and processing methods, proposed p re-feasibility study production schedule and metal production profile,
anticipated construction period, anticipated mine life, expected recoveries and grades, anticipated production rates,
infrastructure, social and environmental impact studies, availabili ty of labour, tax rates and commodity prices that
would support development of the Project. Factors that could cause actual results to differ materially from such
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forward-looking statements include, but are not limited to failure to identify mineral resources, failure to convert
estimated mineral resources to reserves, the inability to maintain the modelling and assumptions upon which the
interpretation of results are based after further testing, 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 ot her project approvals, changes in regulatory requirements, political and
social risks, uncertainties relating to the availability and costs of financing needed in the future, uncertainties or
challenges related to mineral title in the Company’s projects, changes in equity markets, inflation, changes in exchange
rates, fluctuations in commodity and in particular gold prices, delays in the development of projects, capital, operating
and reclamation costs varying significantly from estimates, the continued ava ilability of capital, accidents and labour
disputes, and the other risks involved in the mineral exploration and development industry, an inability to raise
additional funding, the manner the Company uses its cash or the proceeds of an offering of the Comp any’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, future climatic conditions, the discovery of new, large, low-cost mineral deposits,
the general level of global economic activity, disasters or environmental or climatic events which affect the
infrastructure on which the pr oject is dependent, 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 relian ce 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. Specific reference is made to the most recent Annual Info rmation Form filed on SEDAR+ for a
more detailed discussion of some of the factors underlying forward -looking statements and the risks that may affect
the Company’s ability to achieve the expectations set forth in the forward -looking statements contained i n this
presentation. 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.