VANCOUVER, B.C. (August 14, 2025) – REV Exploration Corp. (“REV” or the “Company”) (TSXV: REVX) is pleased to announce that further to its news release August 1, 2025, the Company has closed its non-brokered private placement financing (the “LIFE Offering“) of 1,000,000 common shares (the “Life Offering Common Shares“) at C$0.20 per Common Share for total gross proceeds of C$200,000. The Company has also closed its concurrent private placement financing (the “Private Placement“) of 5,000,000 Units (the “Units”) at C$0.20 per Unit for total gross proceeds of C$1,000,000. Each Unit of the Private Placement comprised one share and one-half of a share purchase warrant (a “Warrant“). Each Full Warrant entitles 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 Private Placement.
Mr. Jordan Potts, REV Exploration CEO, commented: “We welcome strategic new investors into the Company as we lay the foundation for a robust second half of 2025.”
The LIFE Offering Common Shares purchased under the LIFE Offering were issued pursuant to the Listed Issuer Financing Exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions, and will not be subject to a hold period in accordance with applicable Canadian securities laws. The Private Placement Shares and Warrants (and Warrant Shares, if applicable) will be subject to a statutory hold period of 4 months and one day from the date of issuance pursuant to applicable securities laws.
The proceeds from the sale will be used for working capital and general corporate purposes, including as more specifically described in the Offering Document.
Certain Company insiders participated in the Unit Offering. The participation by insiders in the Offering constitutes a “related party transaction” as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the common shares purchased by insiders, nor the consideration for the Units paid by such insiders, exceeded 25% of the Company’s market capitalization. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Offering, which the Company deems reasonable in the circumstances as the details of the participation by insiders of the Company were not settled until shortly prior to closing the Offerings and the Company wished to complete the Offering in an expeditious manner.
The securities issued pursuant to the Offerings have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act“) or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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 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
[email protected]
REVexploration.com
Jordan Potts
Chief Executive Officer and Director
For further information, please contact:
Chad Levesque
Investor Relations
1-306-981-4753
[email protected]
Reader Advisory & Forward-Looking Statements
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.
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