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Revival Gold Announces Marketed Public Offering of Units

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Revival Gold Inc. (TSXV: RVG, OTCQB: RVLGF) (“Revival Gold” or the “Company” – https://www.commodity-tv.com/ondemand/companies/profil/revival-gold-inc/), a growth‐focused gold exploration and development company, announces that it has filed a preliminary short form prospectus with the securities regulatory authorities in the provinces of Alberta, British Columbia and Ontario in connection with a proposed marketed public offering of common share units of the Company (“Units”) at a price of C$0.68 per Unit, for aggregate gross proceeds of up to C$5 million (the “Offering”).

Each Unit will consist of one common share (a “Unit Share”) and one-half of one common share purchase warrant (each whole warrant a “Warrant”), with each Warrant entitling the holder thereof to acquire one common share of the Company (a “Warrant Share”) at a price of C$0.90 for a period of two years following the closing of the Offering.

The Offering is being conducted on a “best efforts” agency basis by a syndicate of agents led by Paradigm Capital Inc., as lead agent and sole bookrunner, and including Echelon Wealth Partners Inc. and Beacon Securities Limited (collectively, the “Agents”) The Offering will be made pursuant to the terms of an agency agreement (the “Agency Agreement”) to be entered into between the Company and the Agents. The Agency Agreement will provide that the Company will grant the Agents an over-allotment option (the “Over-Allotment Option”), exercisable in whole or in part, at any time until that date that is 30 days after the initial closing date of the Offering, to offer for sale up to a number of additional Units equal to 15% of the number of Units sold pursuant to the Offering at the Offering Price.

The net proceeds from the Offering are intended to fund on-going exploration and development at the Company’s core Beartrack and Arnett Gold projects and for general corporate purposes.

The Offering is expected to close on or about March 24, 2020 (the “Closing Date”) and is subject to certain conditions including, but not limited to, the entering into of the Agency Agreement and the receipt of all necessary regulatory and stock exchange approvals, including the approval of the TSX Venture Exchange (the “TSX-V“).

In connection with the services to be rendered in connection with the Offering, on closing of the Offering the Company has agreed to (i) pay the Agents a cash fee (the “Agent’s Fee”) equal to 6.0% of the gross proceeds of the Offering, and (ii) issue to the Agents such number of common share purchase warrants (each, an “Agent’s Warrant”) equal to 6.0% of the number of Units sold under the Offering, with each Agent’s Warrant exercisable to acquire one common share (a “Agent’s Warrant Share”), at the Offering Price, for a period of two years from the Closing Date.

The Units may also be offered for sale in the United States or to, or for the account or benefit of, “U.S. persons” (as defined in Rule 902(k) of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)) on a private placement basis pursuant to an exemption from registration requirements of the U.S. Securities Act and applicable state securities laws. The securities have not been, and will not be, registered under the U.S. Securities Act, or any U.S. state securities laws, and may not be offered or sold in the Unites States or to, or for the account or benefit of, U.S. persons without registration under the U.S. Securities Act and all applicable state securities laws or compliance with requirements of an applicable exemption therefrom.  This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the Unites States or to, or for the account or benefit of, U.S. persons, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.