REV Closes LIFE Offering and Concurrent Private Placement With Strategic Investors For $1.2 Million

Executive Summary

• REV Exploration Corp. closed two non‑brokered private placements, raising a total of C$1.2 million in gross proceeds.
• The “LIFE Offering” sold 1,000,000 common shares at C$0.20 each (C$200,000).
• A concurrent Private Placement sold 5,000,000 units (each unit = 1 share + ½ warrant) at C$0.20 per unit (C$1,000,000); warrants allow purchase of additional shares at C$0.35 for 24 months.

Key Details

• LIFE Offering:
• 1,000,000 common shares issued at C$0.20 per share.
• Gross proceeds: C$200,000.

• Shares issued under the Listed Issuer Financing Exemption; no hold period required.

• Concurrent Private Placement:

• 5,000,000 units sold at C$0.20 per unit (total gross proceeds C$1,000,000).
• Each unit comprised one common share and one‑half of a share purchase warrant.
• Full warrants grant the holder the right to acquire an additional share at C$0.35 for 24 months from closing.

• Shares and warrants subject to a statutory hold period of 4 months + 1 day.

• Use of Proceeds:

• Working capital and general corporate purposes, as detailed in the Offering Document.

• Related Party Transaction:

• Certain insiders participated in the unit offering; transaction deemed exempt from MI 61‑101 valuation and minority‑shareholder approval thresholds (insider purchase ≤ 25 % of market cap).

• No material change report filed prior to closing, justified by timing constraints.

• Regulatory Notices:

• Securities not registered under U.S. securities laws; cannot be offered or sold in the United States absent exemption.

• CEO Comment:

• “We welcome strategic new investors into the Company as we lay the foundation for a robust second half of 2025.” – Jordan Potts, CEO

Notable Quotes

• “We welcome strategic new investors into the Company as we lay the foundation for a robust second half of 2025.” – Jordan Potts, Chief Executive Officer and Director.