Revival Gold Inc. (TSXV: RVG, OTCQX: RVLGF) (“Revival Gold” or the “Company”) is pleased to announce the completion of the previously announced business combination between Revival Gold and Ensign Minerals Inc. (“Ensign”), by way of a statutory three-cornered amalgamation (the “Amalgamation”) under the Business Corporations Act (British Columbia), whereby Ensign and Revival Gold Amalgamation Corp. (“Revival Subco”), a wholly-owned subsidiary of Revival Gold, amalgamated to form a newly amalgamated company, named Ensign Minerals Inc. (“Amalco”).
In addition, the Company is also pleased to announce that it has satisfied the outstanding conditions for the release of the escrowed funds from the previously announced C$7,167,464 brokered private placement of 22,398,325 subscription receipts of Revival Subco (the “Subscription Receipts”) at a price of $0.32 per Subscription Receipt, which closed on May 2, 2024 (the “Offering”).
Hugh Agro, President, CEO and director of Revival Gold stated, “With the completion of this transaction, Revival Gold is poised to capitalize on rising gold prices, boasting one of the largest pure gold development portfolios in the United States. Our assets in Utah and Idaho comprise approximately 12,000 hectares (almost 30,000 acres) in complementary, proven mining camps, offering excellent infrastructure, exciting exploration potential, and local community support. We look forward to providing further updates as work progresses to transform Revival Gold into an emerging heap leach gold producer, with targeted aggregate gold production of 150,000 ounces per year”.
Transaction Details
The Transaction was completed pursuant to a business combination agreement dated April 9, 2024, between Revival Gold, Ensign, and Revival Subco, pursuant to which Revival Gold acquired all the issued and outstanding common shares of Ensign (the “Ensign Shares”) in consideration for 61,376,098 common shares of Revival at a deemed price per share of $0.3569 (the “Consideration Shares”). The Consideration Shares were distributed to holders of Ensign Shares on a pro rata basis based on a share exchange ratio of 1.1667 Consideration Shares for each Ensign Share (the “Exchange Ratio”). Further, under the Transaction, all of Ensign’s outstanding options (the “Ensign Options”) and warrants (the “Ensign Warrants”) to acquire Ensign Shares will adjust in accordance with the terms thereof such that the holders thereof are entitled to acquire Revival Shares in lieu of Ensign Shares based on the Exchange Ratio.
Upon completion of the Transaction, Revival Gold became the parent company and the sole shareholder of Amalco and will indirectly carry on the current business of Ensign. The Company expects to pursue engineering and economic studies at the newly acquired Mercur Gold Project (“Mercur”) located in Utah, USA while continuing to advance permitting preparations and ongoing exploration at the Company’s Beartrack-Arnett Gold Project (“Beartrack-Arnett”) located in Idaho, USA.
Further details of the Transaction can be found in the Company’s press release dated April 10, 2024 (the “Announcement Press Release”).
Source: Company Press Release
