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 corporate purposes, as further detailed in the Offering Document (as defined herein).