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 the close of the non-brokered private placement of 2,500,000 common shares (“Shares”) at $0.40 per Share for gross proceeds of C$1,000,000 announced on March 23, 2020 (the “Financing”). Net proceeds of the Financing will be used for general corporate purposes.
In connection with the Financing, Hugh Agro, President, Chief Executive Officer and a Director of the Company, Rob Chausse and Michael Mansfield, Directors of the Company and Adam Rochacewich, Chief Financial Officer of the Company (collectively “Insiders”), have acquired 500,000 Shares in the aggregate. This issuance of Shares to Insiders is considered a “related party transaction” as such term is defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under MI 61-101 on the basis that the participation in the Financing by Insiders does not exceed 25% of the fair market value of the Company’s market capitalization.
As part of the Financing, Orion Mine Finance (“Orion”) who has immediately prior to the completion of the Financing controlled 4,867,000 Shares and 350,000 common share purchase warrants of the Company (“Warrants”), or approximately 9.8% of the then issued and outstanding Shares on a partially diluted basis, has acquired, through Orion Mine Finance Fund II LP, a limited partnership managed by Orion Mine Finance Management II Limited, 650,000 Shares, making its holdings in the Company 5,492,000 Shares and 350,000 Warrants, or approximately 10.5% of the total issued and outstanding Shares on the partially diluted basis. The Shares were acquired by Orion for investment purposes, and depending on market and other conditions, Orion may from time to time in the future increase or decrease its ownerships, control or direction over securities of the Company through market transactions, private agreements, or otherwise. For the purposes of this notice, the address of Orion is Cumberland House, 7th Floor, 1 Victoria Street, Hamilton HM11, Bermuda.
In satisfaction of the requirements of the National Instrument 62-104 – Take-Over Bids And Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, an early warning report respecting the acquisition of Shares by Orion will be filed under the Company’s SEDAR Profile at www.sedar.com. A copy of the early warning report regarding Orion’s acquisition can be also obtained by contacting Rick Gashler at 212-596-3497.
Revival Gold currently has 55,417,189 shares outstanding. The securities issued pursuant to the Financing are subject to a four month and one-day statutory hold period. The Financing is subject to receipt of the final approval of the TSX Venture Exchange.
The securities offered pursuant to the Financing 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 security laws, and may not be offered or sold in the United States 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 United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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