Revival Gold Inc. (TSXV: RVG, OTCQX: RVLGF)
("Revival Gold" or the "Company") is pleased to announce that it
has entered into a non-brokered agreement with Dundee Corporation
(TSX: DC.A) through its wholly owned subsidiary, Dundee Resources
Limited (“Dundee”), pursuant to which Dundee has agreed to purchase
10,000,000 units of the Company (the "Units") at a price of
CAD$0.32 per Unit, for gross proceeds of CAD$3,200,000 (the
"Placement").
Each Unit will consist of one common share of
the Company (a "Common Share") and one-half of one common share
purchase warrant (each whole warrant, a "Warrant"). Each Warrant
will entitle the holder thereof to acquire one Common Share of the
Company at an exercise price of CAD$0.45 for a period of
twenty-four (24) months from the date of issuance.
Dundee is a TSX-listed mineral exploration and
development investment corporation. Proceeds from the Placement
will be used to advance Revival Gold's ongoing project development
activities and for general working capital and corporate
purposes.
In connection with the Placement, Revival Gold
has granted Dundee a first right of refusal, for a term of six
months, to participate in any future equity financings and maintain
the firm’s pro-rata share in the Company. Additionally, Revival
Gold and Dundee have agreed to undertake metallurgical studies
utilizing proprietary technologies developed by Dundee’s
subsidiary, Dundee Sustainable Technologies Inc. (“DST”).
Revival Gold has the option, exercisable in its
sole discretion, to increase the size of the Placement by up to
15%, for additional aggregate gross proceeds of up to CAD$480,000
(the “Upsized Placement”). Upon closing of the Placement, Dundee
will hold approximately 5% of the issued and outstanding Common
Shares of the Company on a non-diluted basis (assuming completion
of the Placement but excluding any additional Units issued pursuant
to the Upsized Placement). Any securities issued pursuant to the
Placement and the Upsized Placement will be subject to a statutory
four month hold period.
"Dundee and its team of mining, finance, and ESG
professionals, including President & CEO, Jonathan Goodman,
have played key roles in the creation of some of the world’s most
successful precious metals businesses including Repadre Capital
Corp., Dundee Precious Metals Inc. and Sabina Gold & Silver
Corp. We welcome Dundee as a new strategic investor in Revival Gold
and we look forward to Dundee’s strategic and business input going
forward”, said Hugh Agro, Revival Gold President & CEO.
The Placement is subject to customary closing
conditions, including the receipt of all necessary regulatory
approvals, including the approval of the TSX Venture Exchange.
Close is expected on or about February 28th, 2025.
This press release does not constitute an offer
to sell or a solicitation of an offer to buy any securities in the
United States. The securities described herein 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 state
securities laws and may not be offered or sold in the United States
absent registration or an applicable exemption from such
registration requirements.
About Revival Gold
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. 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.
About Dundee Corporation
Dundee Corporation is a public Canadian
independent holding company, listed on the Toronto Stock Exchange
under the symbol “DC.A”. Through its operating subsidiaries, Dundee
Corporation is an active investor focused on delivering long-term,
sustainable value as a trusted partner in the mining sector with
more than 30 years of experience making accretive mining
investments.
For further information, please contact:
Hugh Agro, President & CEO or Lisa Ross,
CFOTelephone: (416) 366-4100 or Email: info@revival-gold.com
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 release.
This press release contains "forward-looking
information" within the meaning of applicable Canadian securities
legislation and "forward-looking statements" within the meaning of
the U.S. Private Securities Litigation Reform Act of 1995
(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 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 management’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 news release
include, but are not limited to, the Company’s objectives, goals
and future plans, and statements of intention in this press release
include, but are not limited to, statements regarding the
completion of the Placement, the intended use of proceeds from the
Placement, the potential upsize of the Placement, the receipt of
necessary regulatory approvals, the development of the Company's
projects, and the potential production estimates for the projects.
Completion of the Placement is subject to a number of conditions,
including but not limited to, TSX Venture Exchange acceptance and,
if applicable, pursuant to the requirements of the TSX Venture
Exchange, shareholder approval. There can be no assurance that the
Placement will be completed as proposed or at all. Forward-looking
statements are based on certain assumptions, including assumptions
that the Placement will be completed on the terms described herein,
that all necessary regulatory approvals will be obtained in a
timely manner, that the Company will successfully apply the
proceeds of the Placement as intended, and that the Company's
projects will advance as anticipated. Although Revival Gold
believes that the assumptions and expectations reflected in such
forward-looking statements are reasonable, undue reliance should
not be placed on forward-looking statements, which are inherently
subject to significant business, economic, and competitive risks,
uncertainties, and contingencies. Forward-looking statements are
subject to various known and unknown risks and uncertainties,
including but not limited to the risk that the Placement will not
be completed as expected or at all, that the proceeds of the
Placement will not be used as anticipated, that the necessary
regulatory approvals will not be obtained in a timely manner, that
the Company's projects will not proceed as expected, changes in
commodity prices, investor sentiment and market conditions as
observed in historical transactions, and other risks and
uncertainties disclosed in the Company’s public filings with
Canadian securities regulators, including its most recent annual
information form and management’s discussion and analysis,
available at www.sedarplus.ca. The forward-looking statements
contained in this press release are made as of the date of this
press release. Except as required by law, the Company disclaims any
intention and assumes no obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise. Additionally, the Company undertakes no
obligation to comment on the expectations of, or statements made
by, third parties in respect of the matters discussed above.
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