VANCOUVER, B.C. - TheNewswire - (August 1, 2025) – REV Exploration Corp. (“REV” or the “Company”) (TSXV: REVX) is pleased to announce a non-brokered private placement of units of the Company with strategic investors at a price of C$0.20 per share under a LIFE offering and a concurrent non-brokered private placement of units of the Company at a price of C$0.20 per unit for maximum aggregate gross proceeds of up to approximately C$1,200,000 (the "Offering").

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), a portion of the Offering is being made to purchasers resident in Canada, excluding Québec, pursuant to the Listed Issuer Financing Exemption under Part 5A of NI 45-106 (the "LIFE Offering"). Pursuant to the LIFE Offering, the Company will issue up to a maximum of 1,000,000 LIFE shares (the "LIFE Shares") at a price of C$0.20 per LIFE Share for a total of $200,000. There are no warrants associated with this.

The securities comprising the LIFE Offering will not be subject to a hold period in accordance with applicable Canadian securities laws. An offering document related to the LIFE Offering will be made available under the Company's profile at www.sedarplus.ca and on the Company's website at www.REVexploration.com. Prospective investors should read the offering document before making an investment decision.

In addition to the LIFE Offering, the Company will undertake a concurrent non-brokered private placement to purchasers under other applicable exemptions pursuant to NI 45-106 (the "Concurrent Placement"). The Concurrent Placement will consist of up to 5,000,000 units (the "Non-LIFE Units") at a price of C$0.20 per Non-LIFE Unit, for combined maximum gross proceeds of up to C$1,200,000 when aggregated with the LIFE Offering.

Each Non-LIFE Unit will comprise one share and one-half of a share purchase warrant (a "Warrant"). Each full Non-LIFE Warrant will entitle the holder thereof to acquire one additional share (a “Warrant Share") at a price of C$0.35 per Non-LIFE Warrant Share for a period of 24 months from the closing date of the Concurrent Placement.

All securities issued in connection with the Concurrent Placement will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation.

In connection with the Offering and the Concurrent Placement, the Company may pay finders' fees of up to 7% of the gross proceeds raised by the Company from the sale of Units to subscribers directly introduced to the Company by eligible finders. In addition, the Company will issue to eligible finders non-transferable finders' warrants of up to 7% of the number of Units sold (the “Finder’s Warrants”). Each Finder's Warrant issued in connection with the Offering and the Concurrent Placement will entitle the holder to purchase one Share at an exercise price of C$0.35 for a period of 24 months from the date of issuance.

The Warrants and the Finder’s Warrants will be subject to an accelerated expiry clause. Under the acceleration provision, if the closing price of the Company's common shares is $0.50 or higher for 10 consecutive trading days, the exercise period of the Warrants, the Non-Life Warrants and the Finder’s Warrants will be reduced to 30 calendar days. The 30-day accelerated expiry period will begin seven calendar days after the end of the premium trading period. Any Warrants, Non-Life Warrants and Finder’s Warrants not exercised before the end of this 30-day period will expire and be void.

All other terms of the Warrants will remain unchanged.

The Company intends to use the proceeds raised from the Offering for exploration of its properties in Alberta and Quebec, and for working capital and general corporate purposes.

Closing of the Offering is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including the TSX Venture Exchange (the "TSXV”). The Company may, at its discretion, elect to close the Offering in one or more tranches. The aggregate of the LIFE Offering and Concurrent Placement shall be for maximum gross proceeds of approximately C$1,200,000.

It is anticipated that insiders of the Company will participate in both the LIFE Offering and the Concurrent Placement. The issuance of Units to insiders will be considered a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the formal valuation requirements of MI 61-101 pursuant to section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to section 5.7(1)(a) in respect of such insider participation as the fair market value of the transaction, insofar as it involves interested parties, does not exceed 25% of the Company's market capitalization.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

About REV Exploration Corp.

REV is a mineral exploration company that owns a suite of gold and battery metal properties in Quebec highlighted by JMW and Maxwell in the Chapais-Chibougamau area, while the Company also has strong exposure to the Natural Hydrogen sector in Alberta and Saskatchewan. REV has an option to acquire 100% 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 exploration and development in Saskatchewan.  

 

For further information on the Company, readers are referred to the Company’s website at www.REVexploration.com and its Canadian regulatory filings on SEDAR+ at www.sedarplus.ca.

 

REV Exploration Corp.

Suite 410 –325 Howe Street,
B.C.  V6C 1Z7  
Tel: 604-682-7970

info@revexploration.com

REVexploration.com

 

Jordan Potts, CEO / Director

For further information, please contact:  

Chad Levesque
Investor Relations
1-306-981-4753
info@revexploration.com

 

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. 

 

This news release includes certain statements and information that may constitute "forward-looking information" within the meaning of applicable Canadian securities laws. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". All statements in this news release, other than statements of historical facts, including statements regarding future estimates, plans, objectives, timing, assumptions or expectations of future performance are forward-looking statements and contain forward-looking information, including, but not limited to, the completion of the Agreement and the presence of naturally occurring hydrogen on the Aden Dome. Forward-looking statements are based on certain material assumptions and analysis made by the Company and the opinions and estimates of management as of the date of this news release, including, but not limited to the assumption that all conditions to completion of the acquisition of the Aden Dome will be satisfied, including TSX Venture Exchange approval.

 

REV Exploration Corp. disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation.