Revival Gold Inc. announced private placement of 21,875,000 subscription receipts at a price of CAD 0.32 per Subscription Receipt for aggregate gross proceeds of up to CAD 7,000,000 on April 15, 2024. Each Subscription Receipt shall represent the right of a holder to receive, upon satisfaction or waiver of the Escrow Release Conditions (as defined below), without payment of additional consideration, one common share and one-half of one common share purchase warrant. Each warrant Warrant will be exercisable by the holder thereof for one Revival Share at an exercise price of CAD per Revival Warrant Share for a period of thirty-six (36) months following the date of issuance, subject to adjustments in certain events.

The Company has also granted the Agents an option, exercisable, in whole or in part, for a period of up to 48 hours prior to the closing of the Offering, to sell up to an additional 15% of the Subscription Receipts offered under the Offering. The transaction is expected to close on May 2, 2024, subject to certain conditions including but not limited to the approval of the TSXV and other necessary regulatory approvals. The Subscription Receipts will be subject to a hold period of four months and one day from the date of issuance.

The company will pay the agents a cash commission of 6% of the gross proceeds of the Offering and compensation warrants in an amount equal to 6% of the number of Subscription Receipts sold pursuant to the Offering. Each Compensation Warrant will be exercisable to purchase one Revival Subco Share at the Issue Price for a period of twenty-four (24) months from the satisfaction of the Escrow Release Conditions.