Revival Gold Announces Upsize of Financing for a Total of $27 Million
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TORONTO, July 14, 2025 (GLOBE NEWSWIRE) -- Revival Gold Inc. (TSXV:RVG) ("Revival Gold" or the "Company") is pleased to announce that, further to the Company's press release dated July 10, 2025, EMR Capital Management Limited ("EMR") has agreed to upsize its previously announced strategic placement. EMR will now purchase 32,069,531 common shares of the Company (the "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").
EMR's pro-forma interest in Revival Gold on closing is expected to amount to approximately 12.00% assuming the Concurrent Offering (as defined below) is fully subscribed and there are no other Common Share issuances. In connection with the EMR Strategic Placement, EMR will be granted customary anti-dilution rights to maintain its equity ownership interest and the right to nominate a director to Revival Gold's Board of Directors pursuant to an investor rights agreement to be entered into between EMR and Revival Gold.
"Revival Gold's non-brokered placement announced at the end of last week attracted significant demand", said Hugh Agro, President & CEO. "On agreement with EMR we have upsized the total raise to accommodate some of this excess interest and to position ourselves to further advance the Company's projects and plans", added Agro.
In addition to the EMR Strategic Placement, the Company announces the upsize of its previously announced non-brokered private placement of up to C$11.6 million by the issuance of up to 24,180,469 Common Shares at a price of C$0.48 per Common Share (the "Concurrent Offering").
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 its Mercur and Beartrack-Arnett projects and for general working capital and ...
