Revival Gold Announces Dundee Corporation Exercise of Participation Right, Upsize of Financing to a Total of $29 Million
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TORONTO, July 15, 2025 (GLOBE NEWSWIRE) -- Revival Gold Inc. (TSXV:RVG) ("Revival Gold" or the "Company") is pleased to announce that, further to the Company's press releases dated July 10, 2025 and July 14, 2025, the Company has upsized its previously announced non-brokered private placement of up to C$13.68 million by the issuance of up to 28,517,502 common shares of the Company ("Common Shares") at a price of C$0.48 per Common Share (the "Concurrent Offering"). The Concurrent Offering was upsized to accommodate Dundee Corporation, through its wholly owned subsidiary, Dundee Resources Limited ("Dundee"), who informed the Company that it intends to exercise its participation right to maintain its equity ownership in the Company.
The terms of the previously announced strategic placement with EMR Capital Management Limited ("EMR") remain as announced on July 14, 2025, whereby EMR will purchase 32,069,531 Common Shares at a price of C$0.48 per Common Share for gross proceeds of US$11.3 million (C$15.4 million) (the "EMR Strategic Placement"). Assuming the Concurrent Offering is fully subscribed, the aggregate gross proceeds of the Concurrent Offering and EMR Strategic Placement is expected to be approximately C$29.08 million.
EMR's and Dundee's pro-forma interest in Revival Gold on closing is expected to amount to approximately 11.8% and 5.3% on a non-diluted basis, respectively, assuming the Concurrent Offering is fully subscribed and there are no other Common Share issuances.
Subject to compliance with applicable regulatory requirements and in accordance with Part 5A of National Instrument 45-106, Prospectus Exemptions ("NI 45-106" and with Part 5A, the "Listed Issuer Financing Exemption"), the Common Shares offered under the Concurrent Offering will be offered for sale to purchasers resident in Canada (except Quebec) and are expected to be immediately freely tradeable under applicable Canadian securities legislation if sold to purchasers' resident in Canada. The Common Shares sold under the Concurrent Offering may also be issued to purchasers outside of Canada, including to purchaser's resident in the United States and in certain offshore foreign jurisdictions, pursuant to applicable regulatory requirements and in accordance with OSC Rule 72-503 - Distributions Outside Canada ("OSC Rule 72-503"). The Common Shares sold to purchasers in the United States will be made on a private placement basis pursuant to one or more exemptions from registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act"). Purchasers are advised to consult their own legal advisors in this regard.
The Common Shares issued pursuant to the EMR Strategic Placement will be offered pursuant to the accredited investor exemption under NI 45-106 and will be subject to a 4-month and one day hold period under applicable Canadian securities laws. The net proceeds from the EMR Strategic Placement and Concurrent Offering will be used to advance Revival Gold's ongoing exploration and development of ...
