Rev Exploration closes $5.8-million in placements

Executive Summary

• Rev Exploration Corp. has closed two non-brokered private placements, raising a total of $5.8 million in gross proceeds.
• The financing was led by Eric Sprott (via 2176423 Ontario Ltd.), who acquired approximately 12.6% of the company on a non-diluted basis for $2 million.
• Proceeds will be used to advance the Aden Dome natural hydrogen project, explore gold properties in Chibougamau, and for general corporate purposes.

Key Details

• Total Gross Proceeds: $5.8 million.
• Total Shares Issued: 17 million common shares.
• Private Placement Tranche:
  • Issued 10 million common shares at $0.30 per share.
  • Gross proceeds: $3.0 million.
  • Hold period: Statutory hold of four months plus one day.
• LIFE Offering Tranche:
  • Issued 7 million common shares at $0.40 per share.
  • Gross proceeds: $2.8 million.
  • Hold period: No statutory hold period.
• Eric Sprott Investment:
  • Acquired 6,666,667 common shares at $0.30 per share.
  • Total consideration: $2,000,000.10.
  • Post-transaction ownership: Approximately 12.6% on a non-diluted basis.
• Finder’s Fees:
  • Cash fees paid: $63,700.
  • Warrants issued: 159,250 finders' warrants.
  • Warrant terms: Exercisable at $0.55 per share for 24 months.
• Insider Participation:
  • Insiders participated in the LIFE offering for $105,000.
  • Transaction classified as a related party transaction under Multilateral Instrument 61-101.
• Equity Compensation Grants:
  • Granted 2.2 million incentive stock options at an exercise price of $0.59 per share, exercisable for five years.
  • Granted 1.5 million Restricted Share Units (RSUs) vesting in three equal tranches over three years.
  • All options and RSUs subject to a four-month-and-one-day hold period per TSX Venture Exchange policies.
• Use of Proceeds:
  • Advancement of the Aden Dome natural hydrogen asset (Alberta-Montana border).
  • General exploration of gold properties in Chibougamau, Quebec.
  • General corporate purposes.
• Share Structure Post-Financing:
  • 53 million shares outstanding.
  • 4.3 million warrants outstanding.

Notable Quotes

• Jordan Potts, CEO: "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."