Revival Gold announces strategic placement with Dundee Corporation

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 28^th, 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, CFO
Telephone: (416) 366-4100 or Email: info@revival-gold.com

In Europe:
Swiss Resource Capital AG
Jochen Staiger & Marc Ollinger
info@resource-capital.ch
www.resource–capital.ch

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.