Mr. Jordan Potts reports
REV CLOSES $5.8 MILLION IN PRIVATE PLACEMENTS WITH ERIC SPROTT AS LEAD ORDER
Rev Exploration Corp. has closed its previously announced non-brokered hard-dollar private placement for gross proceeds of $3.0-million, through the issuance of 10 million common shares at a price of 30 cents per share. All securities issued in connection with the private placement will be subject to a statutory hold period of four months plus one day from the date of issuance, in accordance with applicable securities legislation.
Concurrently, the company has also closed its non-brokered private placement offering under the listed issuer financing exemption (the LIFE offering), issuing seven million common shares at a price of 40 cents per share for gross proceeds of $2.8-million. Securities issued under the LIFE offering will not be subject to a statutory hold period in accordance with applicable Canadian securities laws.
Pursuant to the offerings, the company has issued a total of 17 million shares for gross proceeds of $5.8-million. No warrants were issued.
Jordan Potts, chief executive officer, commented: "We welcome Eric Sprott as a major new investor in Rev and we thank him for his support as we offer a compelling blend of our flagship and drill-ready Aden Dome natural hydrogen project on the Alberta-Montana border with our portfolio of gold properties now comprising just over 50,000 hectares in the Chibougamau camp of Northern Quebec. Rev emerges from this financing with an attractive share structure (53 million shares outstanding and only 4.3 million warrants) and a strong treasury, giving us all the ingredients for a very exciting 2026."
In connection with the private placement and the LIFE offering, the company paid cash finders' fees of $63,700 and issued 159,250 finders' warrants. Each finder's warrant issued in connection with the private placement and the concurrent LIFE offering will entitle the holder to purchase one share at an exercise price of 55 cents for a period of 24 months from the date of issuance.
Eric Sprott, through 2176423 Ontario Ltd., a corporation beneficially owned by him, acquired 6,666,667 common shares at 30 cents pursuant to the offerings for total consideration of $2,000,000.10. Prior to the offerings, Mr. Sprott did not own any securities of the company. As a result of the offerings, Mr. Sprott now beneficially owns or controls 6,666,667 common shares of the company representing approximately 12.6 per cent on a non-diluted basis.
The securities are held for investment purposes. Mr. Sprott has a long-term view of the investment and may acquire additional securities including on the open market or through private acquisitions or sell the securities including on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors.
A copy of the early warning report with respect to the foregoing will appear on Rev Exploration's profile on SEDAR+ and may also be obtained by calling Mr. Sprott's office at 416-945-3294 (2176423 Ontario Ltd., 7 King St. East, suite 1106, Toronto, Ont., M5C 3C5).
Proceeds of the private placement and the LIFE offering will be used to advance the company's flagship Aden Dome asset along the Alberta-Montana border, for general exploration purposes including advancement of the company's gold properties in Chibougamau and for general corporate purposes.
Certain insiders also participated in the LIFE offering for $105,000, which is considered to be a related party transaction subject to Multilateral Instrument 61-101. The company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of Multilateral Instrument 61-101 on the basis that participation in the private placement by insiders will not exceed 25 per cent of the fair market value of the company's market capitalization.
Rev also announces that it has granted 2.2 million incentive stock options and 1.5 million restricted share units (the RSUs) to certain directors, officers and consultants to the company.
Each option is exercisable to acquire one common share of the company at a price of 59 cents, for a period of five years from the date of grant. The RSUs shall vest in three equal tranches, with one-third vesting on each of the first, second and third anniversaries of the date of grant. Upon vesting, each RSU shall entitle the holder to receive one share. All grants of options and RSUs are subject to the company's stock option and incentive plans.
All of the options and RSUs (and any shares issuable upon exercise or settlement thereof) will be subject to a four-month-and-one-day hold period from the date of grant pursuant to the policies of the TSX Venture Exchange).
About Rev Exploration Corp.
Rev is a mineral exploration company that owns a suite of mostly gold properties in Quebec highlighted by JMW and Maxwell in the Chibougamau gold camp of Northern Quebec, while the company also has strong exposure to the natural hydrogen sector in Alberta and Saskatchewan. Rev has acquired 100 per cent of a series of PNG leases along the Alberta-Montana border, including the drill-ready Aden Dome, while it also has a significant equity position in Max Power Mining Corp., which owns Canada's largest permitted land package for natural hydrogen in Saskatchewan.
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