NOT FOR DISTRIBUTION IN THE UNITED STATES OR FOR DISSEMINATION ON ANY U.S. NEWSWIRE SERVICES.
TORONTO, ON / ACCESS Newswire / April 21, 2026 / Revival Gold Inc. (TSXV:RVG) (“Revival Gold” or the “Company”) is pleased to announce that it has entered into an agreement with Paradigm Capital Inc. (the “Lead Agent” or “Paradigm”) pursuant to which Paradigm will act as lead agent and sole bookrunner, on behalf of a syndicate of agents (collectively, the “Agents”) in connection with a “best efforts” private placement (the “Marketed Offering”) for the sale of up to 35,295,000 common shares of the Company (each, a “Common Share”) at a price of C$0.85 per Common Share (the “Offering Price”) for gross proceeds of up to C$30,000,750.
The Company has granted the Agents an option, exercisable in full or in part up to 48 hours prior to the closing of the Marketed Offering, to sell up to an additional 3,530,000 Common Shares at the Offering Price for additional gross proceeds of up to C$3,000,500 (the “Agents’ Option”). The Marketed Offering and the securities issuable upon exercise of the Agents’ Option shall be collectively referred to as the “Offering”.
The net proceeds from Offering will be used to advance Revival Gold’s ongoing exploration and development of its Mercur and Beartrack-Arnett projects and for general working capital and corporate purposes, as further detailed in the Offering Document (as defined herein).
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) the Common Shares will be offered for sale to purchasers resident in the provinces of Canada, except Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the “Listed Issuer Financing Exemption”). The Common Shares are expected to be immediately freely tradeable under applicable Canadian securities legislation. The Common Shares sold under the Offering may also be issued to purchasers outside of Canada, including the United States and certain offshore foreign jurisdictions, pursuant to applicable regulatory requirements and in accordance with OSC Rule 72-503 – Distributions Outside Canada (“OSC Rule 72-503”).
There is an offering document (the “Offering Document”) related to the Offering that can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at: www.revival-gold.com. Prospective investors should read this Offering Document before making an investment decision.
The Offering is scheduled to close on May 6, 2026 or such other date as the Company and the Agents may agree (the “Closing Date”). Completion of the Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange (the “TSXV”). The Agents shall receive a cash commission equal to 6.0% of the gross proceeds of the Offering.
The securities 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 U.S. state securities laws, and may not be offered or sold in the United States absent registration under the U.S. Securities Act and all applicable U.S. state securities laws or in compliance with an exemption therefrom. This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Revival Gold Inc.
Revival Gold is one of the largest, pure gold mine developers in the United States. The Company is advancing development of the Mercur Gold Project in Utah 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”. The Company is headquartered in Toronto, Canada, with its exploration and development office located in Salmon, Idaho.
For further information, please contact:
Scott Trebilcock, VP, Corporate Development & Investor Relations
Telephone: (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: statements with respect to the Offering, including the size thereof, the expected timing to complete the Offering, the ability to complete the Offering on the terms provided herein or at all, the receipt of all necessary approvals, the intended use of proceeds of the Offering, and that the Common Shares issued under the Listed Issuer Financing Exemption are not expected to be subject to any hold period under Canadian securities laws.
Forward-looking statements and information involve significant known and unknown risks and uncertainties, should not be read as guarantees of future performance or results and will not necessarily be accurate indicators of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results expressed or implied by such forward-looking statements or information, including, but not limited to: the Company’s ability to finance the development of its mineral properties; uncertainty as to whether there will ever be production at the Company’s mineral exploration and development properties; risks related to the Company’s ability to commence production at the projects and generate material revenues or obtain adequate financing for its planned exploration and development activities; uncertainties relating to the assumptions underlying resource and reserve estimates; mining and development risks, including risks related to infrastructure, accidents, equipment breakdowns, labour disputes, bad weather, non-compliance with environmental and permit requirements or other unanticipated difficulties with or interruptions in development, construction or production; the geology, grade and continuity of the Company’s mineral deposits; the uncertainties involving success of exploration, development and mining activities; permitting timelines; government regulation of mining operations; environmental risks; unanticipated reclamation expenses; prices for energy inputs, labour, materials, supplies and services; uncertainties involved in the interpretation of drilling results and geological tests and the estimation of reserves and resources; unexpected cost increases in estimated capital and operating costs; the need to obtain permits and government approvals; material adverse changes, unexpected changes in laws, rules or regulations, or their enforcement by applicable authorities; the failure of parties to contracts with the company to perform as agreed; social or labour unrest; changes in commodity prices; and the failure of exploration programs or studies to deliver anticipated results or results that would justify and support continued exploration, studies, development or operations. For a more detailed discussion of such risks and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements, refer to 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.
SOURCE: Revival Gold Inc.
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