Revival Gold Inc. (TSXV:RVG) entered into a definitive business combination agreement to acquire Ensign Minerals Inc. for CAD 23 million on April 9, 2024. Revival Gold will acquire all of the issued and outstanding shares of Ensign in exchange for an aggregate of 61,376,126 million shares of Revival Gold based on a share exchange ratio of 1.1667 Revival shares for each Ensign share. Upon completion of the Transaction, approximately 65% of Revival Shares expected to be held by the current shareholders of Revival Gold, and approximately 35% of Revival Shares expected to be held by the former shareholders of Ensign. The Board of Directors of Revival Gold following the closing of the Transaction is expected to remain at seven (7) Directors, with Ensign Board of Director nominee Norm Pitcher expected to replace Michael Mansfield as a Director of Revival Gold, who is expected to resign from his position upon closing of the Transaction. Additionally, upon closing of the Transaction, Revival Gold expects to designate independent Director Tim Warman as Non-Executive Chairman, with Hugh Agro serving as President & CEO and Director, John Meyer as Vice President, Engineering & Development, and Lisa Ross as Vice President & CFO. Ensign reported total assets of $4.2 million (CAD 5.75 million), total liabilities of $0.36 million (CAD 0.49 million), net loss of $1.9 million (CAD 2.59 million) and net assets of $3.9 million (CAD 5.26 million) as of December 31, 2023.

In connection with the Transaction, Ensign will seek the approval of its shareholders with respect to the Amalgamation at a meeting of Ensign Shareholders to be convened around the end of April 2024. The Transaction has been unanimously approved by the Boards of Directors of Revival Gold and Ensign, and the Board of Directors of Ensign recommends that Ensign shareholders vote in favour of the Transaction and related matters. Closing of the Transaction is subject to certain condition precedents, including but not limited to obtaining any applicable regulatory approvals including the approval of the TSXV, closing of the Concurrent Offering for aggregate gross proceeds of a minimum of CAD 5 million and other customary conditions for transactions of this nature. Ensign?s Board and management and other shareholders representing approximately 27% of the Ensign Shares have entered into voting support agreements in support of the transaction.

The Board of Directors of Revival Gold has received an opinion from MPA Morrison Park Advisors Inc. As stated in such opinion, the consideration to be paid by Revival Gold pursuant to the Transaction is fair, from a financial point of view to Revival Gold. MPA Morrison Park Advisors Inc. is acting as financial advisor to Revival Gold. Peterson McVicar LLP is acting as Revival Gold?s legal counsel. Osler, Hoskin & Harcourt LLP is acting as Ensign?s legal counsel.