Revival Gold
Inc. (TSXV: RVG)
(“
Revival Gold” or the
“
Company”), is pleased to announce the successful
completion of its previously announced brokered private placement
for gross proceeds of C$6,159,998.00 (the
“
Offering”). The Offering was led by Beacon
Securities Limited and Paradigm Capital Inc. (the
“
Agents”) as co-lead agents and joint bookrunners.
Under the Offering, the Company sold 11,846,150
units (the “Units”) at a price of C$0.52 per Unit.
Each Unit consisted of one common share of the Company (each, a
“Common Share”) and one-half of one Common Share
purchase warrant (each whole warrant, a
“Warrant”). Each Warrant entitles the holder
thereof to acquire one Common Share (a “Warrant
Share”) at an exercise price of C$0.72 per Warrant Share
at any time on or before May 16th, 2026.
The Company intends to use the net proceeds of
the Offering to fund on-going exploration and development at the
Company’s core Beartrack-Arnett Gold Project
(“Beartrack-Arnett”) located in Lemhi County,
Idaho and for general corporate and working capital purposes, as
further described in the Company’s offering document under the
Listed Issuer Financing Exemption dated May 8th, 2023.
“Without unduly diluting shareholders or
burdening the Company with streams, royalties or convertible
debentures, Revival Gold has, in a difficult market, secured the
financing necessary to advance Beartrack-Arnett through completion
of an updated Mineral Resource, a PFS on the first stage restart of
heap leach operations and the current field season of exploration”,
said Hugh Agro, President & CEO. “I look forward to providing
further updates on our progress in the months ahead”, Agro
added.
The Units were sold to purchasers pursuant to
the listed issuer financing exemption (the “Listed Issuer
Financing Exemption”) under Part 5A of National Instrument
45-106 – Prospectus Exemptions (“NI 45-106”). The
Common Shares and Warrants underlying the Units are freely
tradeable and are not subject to a hold period pursuant to
applicable Canadian securities laws.
In consideration for their services in
connection with the Offering, the Agents received (i) a cash
commission of $318,275.88; (ii) a corporate finance fee of $51,000;
(iii) 612,069 non-transferable compensation options (the
“Agent’s Compensation Options”);
and (iv) 98,700 non-transferable corporate finance compensation
options (the “Corporate Finance Compensation
Options” and together with the Agent’s Compensation
Options, the “Compensation Options”). Each
Compensation Option entitles the holder to purchase one Common
Share at a price of C$0.52 at any time on or before May 16th,
2026.
Certain insiders of the Company, namely Hugh
Agro and Maura Lendon (together, the “Insiders”)
subscribed to the Offering for an aggregate of 45,000 Units. This
issuance of Units to the Insiders constitutes 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 an exemption from the formal valuation and
minority shareholder approval requirements provided under MI 61-101
pursuant to section 5.5(a) and section 5.7(1)(a) of MI 61-101, on
the basis that the participation in the Offering by Insiders does
not exceed 25% of the fair market value of the Company’s market
capitalization. The Units issued to the Insiders will be subject to
a hold period of four months in accordance with the policies of the
TSX Venture Exchange (the “TSXV”). The Offering
remains subject to the final approval of the TSXV.
The securities offered have not been registered
under the U.S. Securities Act of 1933, as amended (the
“U.S. Securities Act”), and may not be offered or
sold to, or for the account or benefit of, persons in the “United
States” or “U.S. persons” (as such terms are defined in Regulation
S under the U.S. Securities Act) absent registration under the U.S.
Securities Act and all applicable state securities laws or
compliance with an applicable exemption from such registration
requirements. This press 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 jurisdiction in which such offer,
solicitation or sale would be unlawful.
About Revival Gold
Revival Gold is a growth-focused gold
exploration and development company. The Company is advancing the
Beartrack-Arnett Gold Project located in Idaho, USA.
Beartrack-Arnett is the largest past-producing
gold mine in Idaho. Engineering work has been initiated on a
Preliminary Feasibility Study (“PFS”) for the potential restart of
heap leach operations. Meanwhile, exploration continues, focused on
expanding the 2022 Indicated Mineral Resource of 65.0 million
tonnes at 1.01 g/t gold containing 2.11 million ounces of
gold and Inferred Mineral Resource of 46.2 million tonnes at
1.31 g/t gold containing 1.94 million ounces of gold (see
Revival Gold NI-43-101 Technical Report by Wood plc dated July
13th, 2022, for further details). The mineralized trend at
Beartrack extends for over five kilometers and is open on strike
and at depth. Mineralization at Arnett is open in all
directions.
Revival Gold has 103.7 million shares
outstanding and a cash balance of approximately C$6.0 million as of
May 16th, 2023. All figures in this news release are in metric
units and in $US unless stated otherwise. 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.sedar.com.
For further information, please contact:
Hugh Agro, President & CEO or Melisa Armand,
Investor RelationsTelephone: (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 news release.
This news 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 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 use of proceeds from the Offering as currently
anticipated by the Company; statements relating to advancing
Beartrack-Arnett through completion of an updated Mineral Resource,
a PFS on the first stage restart of heap leach operations and the
current field season of exploration, the Company’s objectives,
goals or future plans, statements, exploration results, potential
mineralization, the estimation of mineral resources, exploration
and mine development plans; timing of the commencement of
operations; and estimates of market conditions. Factors that could
cause actual results to differ materially from such 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 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
approvals, 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, an inability to raise
additional funding, the manner the Company uses its cash or the
proceeds of an offering of the Company’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,
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 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
statements, whether as a result of new information, future events
or otherwise, other than as required by law.
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