Revival Gold : Earnings Document

REVIVAL GOLD INC.

INTERIM MANAGEMENT'S DISCUSSION AND ANALYSIS

QUARTERLY HIGHLIGHTS

FOR THE THREE AND NINE MONTHS ENDED

MARCH 31, 2021

REVIVAL GOLD INC.

Interim Management's Discussion & Analysis - Quarterly Highlights

Three and Nine Months Ended March 31, 2021

Dated May 25, 2021

Introduction

The following Interim Management's Discussion & Analysis ("Interim MD&A") of Revival Gold Inc. (the "Company" or "Revival") has been prepared to provide material updates to the business operations, liquidity, and capital resources of the Company since its last annual management's discussion & analysis, being the Management's Discussion & Analysis ("Annual MD&A") for the fiscal year ended June 30, 2020. This Interim MD&A does not provide a general update to the Annual MD&A, or reflect any non-material events since the date of the Annual MD&A.

This Interim MD&A has been prepared in compliance with the requirements of section 2.2.1 of Form 51- 102F1, in accordance with National Instrument 51-102 - Continuous Disclosure Obligations. This discussion should be read in conjunction with the Annual MD&A, the audited annual consolidated financial statements of the Company for the years ended June 30, 2020 and June 30, 2019 and the unaudited interim condensed consolidated financial statements for the three and nine months ended March 31, 2021, together with the notes thereto. Results are reported in Canadian dollars, unless otherwise noted. In the opinion of management, all adjustments (which consist only of normal recurring adjustments) considered necessary for a fair presentation have been included. The results for the three and nine months ended March 31, 2021 are not necessarily indicative of the results that may be expected for any future period. Information contained herein is presented as at May 25, 2021, unless otherwise indicated.

The unaudited interim condensed consolidated financial statements for the three and nine months ended March 31, 2021 have been prepared using accounting policies consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board and interpretations of the IFRS Interpretations Committee. The unaudited interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting.

For the purposes of preparing this Interim MD&A, management, in conjunction with the Board of Directors, considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of Revival's common shares; or (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board of Directors, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.

Further information about the Company and its operations is available on SEDAR at www.sedar.comand on the Company's website at www.revival-gold.com.

Caution Regarding Forward-Looking Statements

This Interim MD&A contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as "forward-looking statements"). These statements relate to future events or the Company's future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget",

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REVIVAL GOLD INC.

Interim Management's Discussion & Analysis - Quarterly Highlights

Three and Nine Months Ended March 31, 2021

Dated May 25, 2021

"scheduled", "estimates", "continues", "forecasts", "projects", "predicts", "intends", "anticipates" or "believes", or variations of, or the negatives of, such words and phrases, or state that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this Interim MD&A speak only as of the date of this Interim MD&A or as of the date specified in such statement.

	Forward-looking statements	Assumptions	Risk factors
	For fiscal 2021, the Company's	The Company has anticipated all	Unforeseen costs to the Company
	operating expenses are estimated	material costs; the operating	will arise; ongoing uncertainties
	to be $160,000 per month for	activities of the Company for the	relating to the COVID-19 virus;
	recurring corporate operating	twelve-month period ending	any particular operating costs
	costs.	March 31, 2022, and the costs	increase or decrease from the
		associated therewith, will be	date of the estimation; changes in
		consistent with Revival's current	economic conditions.
		expectations.
	The Company may be required to	The operating and exploration	Changes in debt and equity
	raise additional capital in order to	activities of the Company for the	markets; ongoing uncertainties
	meet its ongoing operating	twelve-month period ending	relating to the COVID-19 virus;
	expenses and complete its	March 31, 2022, and the costs	timing and availability of external
	planned exploration activities on	associated therewith, will be	financing on acceptable terms;
	all of its current projects for the	consistent with Revival's current	increases in costs; environmental
	twelve-month period ending	expectations; debt and equity	compliance and changes in
	March 31, 2022.	markets, exchange and interest	environmental and other local
		rates and other applicable	legislation and regulation; interest
		economic conditions are	rate and exchange rate
		favourable to Revival.	fluctuations; changes in economic
			conditions.
	Revival's properties may contain	Financing will be available for	Gold price volatility; ongoing
	economic deposits of gold.	future exploration and	uncertainties relating to the
		development of Revival's	COVID-19 virus; uncertainties
		properties; the actual results of	involved in interpreting geological
		Revival's exploration and	data and confirming title to
		development activities will be	acquired properties; the possibility
		favourable; operating, exploration	that future exploration results will
		and development costs will not	not be consistent with Revival's
		exceed Revival's expectations;	expectations; availability of
		the Company will be able to retain	financing for and actual results of
		and attract skilled staff; all	Revival's exploration and
		requisite regulatory and	development activities; increases
		governmental approvals for	in costs; environmental
		exploration projects and other	compliance and changes in
		operations will be received on a	environmental and other local
		timely basis upon terms	legislation and regulation;
		acceptable to Revival, and	permitting standards,
		applicable political and economic	requirements and regulation;
		conditions are favourable to	interest rate and exchange rate
		Revival; the price of gold and	fluctuations; changes in economic
		applicable interest and exchange	and political conditions; the
		rates will be favourable to Revival;	Company's ability to retain and
		no material title disputes exist with	attract skilled staff.
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REVIVAL GOLD INC.

Interim Management's Discussion & Analysis - Quarterly Highlights

Three and Nine Months Ended March 31, 2021

Dated May 25, 2021

	respect to the Company's
	properties.
Management's outlook regarding	Financing will be available for	Gold price volatility; ongoing
future trends.	Revival's exploration and	uncertainties relating to the
	operating activities; the price of	COVID-19 virus; changes in debt
	gold will be favourable to Revival.	and equity markets; interest rate
		and exchange rate fluctuations;
		changes in economic and political
		conditions.

Inherent in forward-looking statements are risks, uncertainties and other factors beyond Revival's ability to predict or control. Please also refer to those risk factors referenced in the "Risks and Uncertainties" section below. Readers are cautioned that the above chart does not contain an exhaustive list of the factors or assumptions that may affect the forward-looking statements, and that the assumptions underlying such statements may prove to be incorrect. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this Interim MD&A.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Revival's actual results, performance or achievements to be materially different from any of its future results, performance or achievements expressed or implied by forward-looking statements. All forward- looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements whether as a result of new information or future events or otherwise, except as may be required by law. If the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements, unless required by law.

Description of Business

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. ("Meridian Beartrack"), owner of the Beartrack Gold Project ("Beartrack") located in Lemhi County, Idaho. Revival also owns rights to a 100% interest in the neighboring Arnett Gold Project ("Arnett").

Beartrack-Arnett is the largest past-producing gold mine in Idaho and hosts the second largest known deposit of gold in the state. On November 17, 2020, the Company released results of a Preliminary Economic Assessment ("PEA") on the potential re-start of a phase one open-pit heap leach operation.

Exploration continues focused on expanding the current Indicated Mineral Resource of 36.4 million tonnes at 1.16 g/t gold containing 1.35 million ounces of gold and Inferred Mineral Resource of 47.2 million tonnes at 1.08 g/t gold containing 1.64 million ounces of gold. The mineralized trend at Beartrack extends for over 5 km and is open on strike and at depth. Mineralization at Arnett is open in all directions.

For further details, including key assumptions, parameters and methods used to estimate the Mineral Resources, please see the Company's technical report titled "Technical Report on the Beartrack-Arnett Gold Project, Lemhi County, Idaho, USA" dated February 21, 2020. The technical report associated with the PEA results released on November 17, 2020 was filed on December 18, 2020.

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REVIVAL GOLD INC.

Interim Management's Discussion & Analysis - Quarterly Highlights

Three and Nine Months Ended March 31, 2021

Dated May 25, 2021

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.

On April 27, 2021, the Company announced that its common shares were now trading on the OTCQX market in the United States under the symbol RVLGF. Revival will continue to trade on the TSX Venture Exchange in Canada as its primary listing under the symbol RVG.

Outlook and Overall Performance

The Company has no revenues, so its ability to ensure continuing operations is dependent on it completing the acquisition of its mineral property interests, the discovery of economically recoverable reserves, confirmation of its interest in the underlying mineral claims, and its ability to obtain necessary financing to complete the exploration activities, development and future profitable production.

As at March 31, 2021, the Company had net working capital of $7,434,590 (June 30, 2020 - $554,391). The Company had cash and cash equivalents of $7,636,761 (June 30, 2020 - $1,046,527). Working capital and cash and cash equivalents increased during the nine months ended March 31, 2021 due to the proceeds from the closing of a public offering (the "Offering", see below) on August 6, 2020 offset by exploration and evaluation expenditures and general and administrative expenses.

With the completion of the Offering, the Company has sufficient capital to meet its ongoing operating expenses and continue to meet its obligations on its current projects for the twelve-month period ending March 31, 2022. Management may increase or decrease budgeted expenditures depending on exploration results and ongoing volatility in the economic environment. See "Liquidity and Financial Position" below.

On August 6, 2020, the Company announced the closing of the Offering of 13,685,000 units of the Company (the "Units") at a price of $1.10 per Unit for aggregate gross proceeds of $15,053,500. Each Unit consists of one common share of Revival Gold and one-half of one common share purchase warrants of Revival Gold. Each warrant entitles the holder thereof to purchase one common share of the Company at a price of $1.60 per common share for a period of 18 months following the closing date.

On August 24, 2020, the Company issued the final 1 million common shares to Yamana Gold Inc. in accordance with the Meridian Beartrack agreement.

On March 8, 2021, the Company announced the appointment of Lisa Ross, CPA, CA., as Vice President and CFO. The Company granted 200,000 stock options to Ms. Ross, exercisable at $0.75 per share for a period of five years. The options vested 1/3 immediately with an additional 1/3 on the next two anniversaries of the date of grant.

On March 22, 2021, the Company announced details of its planned 2021 field program. Highlights include (see March 22, 2021 press release for detailed results):

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