Rev Arranges $4 Million Private Placement with Eric Sprott
REV Exploration Corp.
TSXV: REVX OTC: REVFF
604-682-7970
REVexploration.com
REV ARRANGES $4 MILLION PRIVATE
PLACEMENT WITH ERIC SPROTT
REV Corporate Video: https://youtu.be/biOHmBtI8ns
VANCOUVER, British Columbia – May 22, 2026: REV Exploration Corp. (“REV” or the “Company”)
(TSXV: REVX; OTC: REVFF; FSE: 7FF ) is pleased to announce that it has arranged a strategic non-
brokered private placement (the “Private Placement ”) with Mr. Eric Sprott for gross proceeds of $4.0
million. This Private Placement is for 4,210,526 units (“Units”) of the Company at $0.95 per Unit through
2176423 Ontario Ltd., a corporation beneficially owned by Mr. Sprott.
Each Unit will consist of one common share in the capital of the Company (each, a “ Common Share”)
and one-half of one Common Share purchase warrant (each whole warrant, a “ Warrant”). Each Warrant
will entitle Mr. Sprott to purchase one Common Share (each, a “Warrant Share”) at a price of $1.20 per
Warrant Share for a period of 24 months from the closing date of the Private Placement. 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.
Mr. Jordan Potts, CEO of REV commented: “Mr. Eric Sprott’s continued support is a strong
endorsement of REV’s strategy and the significant potential of our exploration portfolio. The proceeds
from the Private Placement will allow us to accelerate exploration and development activities across our
Helium and Natural Hydrogen assets at a time when global demand for secure, domestic sources of these
commodities continues to grow. We be lieve these resources are becoming increasingly strategic in the
evolving energy and technology landscape, and REV is well positioned to capture that opportunity.”
The Private Placement is subject to the approval of the TSX Venture Exchange and other applicable
regulatory approvals and is expected to close on or around May 29, 2026. The Company will pay a finder’s
fee of 5% in cash in connection with the Private Placement. The Company intends to use the net proceeds
from the Private Placement to fund its exploration activities and for general working capital purposes.
Mr. Sprott currently holds more than 10% of the issued and outstanding Common Shares. As a result, his
participation in the Private Placement will constitute a “related party transaction” within the meaning of
Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions (“MI 61-
101”). The Company intends to rely on the exemptions from the formal valuation and minority shareholder
approval requirements under sections 5.5(a) and 5.7(1)(a) of MI 61- 101, respectively, as the fair market
value of the Units to be issued to Mr. Sprott, and the consideration to be paid by him, will not exceed 25%
of the Company’s market capitalization.
The securities offered under the Private Placement have not been and will not be registered under the
United States Securities Act of 1933, as amended, or any applicable state securities laws, and may not be
offered or sold in the United States absent regi stration or an applicable exemption from registration. This
news release does not constitute an offer to sell or a solicitation of an offer to buy, nor will there be any
sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About REV Exploration Corp.
REV is a mineral exploration company with a diversified portfolio of strategic mining assets, together with
meaningful and growing exposure to the Helium and Natural Hydrogen sectors in Western Canada and the
Western United States. The Company has acquired a 100% interest in a series of PNG leases along the
Alberta–Montana border, including the drill-ready Aden Dome Project, and owns 6 million shares of MAX
Power Mining Corp. which recently made Canada’s first -ever drilling discovery of 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,
Vancouver, B.C. V6C 1Z7
Tel: 604-682-7970
REVexploration.com
Jordan Potts, CEO and Director
For further information, please contact:
Chad Levesque
Investor Relations
1-306-981-4753
Cautionary Statement on Forward-Looking Information
This news release contains certain “forward- looking information” and “forward-looking statements” within the meaning of applicable
Canadian securities legislation (collectively, “forward -looking information”). Forward-looking information includes, but is n ot limited to,
statements regarding the anticipated closing of the Private Placement, the timing thereof, the receipt of required regulatory approvals, the
expected use of proceeds, the advancement of the Company’s mineral properties, and the Company’s fut ure business plans and exploration
activities.
Forward-looking information is generally identified by words such as “expects”, “plans”, “anticipates”, “intends”, “believes”, “estimates”,
“potential”, “target”, “strategy”, “budget”, “scheduled”, “may”, “will”, “should” or similar expressions. Such forward -looking
information is based on management’s reasonable assumptions, estimates, expectations, and opinions as of the date of this new s release,
including assumptions regarding market conditions, the availability of financing on acceptable terms, the Com pany’s ability to obtain
necessary approvals, the continued cooperation of joint venture partners and stakeholders, and the Company’s ability to execute its stated
exploration and development plans.
Forward-looking information is subject to known and unknown risks, uncertainties, and other factors that may cause actual results or events
to differ materially from those expressed or implied by such forward-looking information. These risks and uncertaint ies include, but are not
limited to: risks related to the completion of the Private Placement, including the risk that the financing may not close as currently
contemplated or at all; regulatory approval risks; fluctuations in commodity prices and financial markets; risks inherent in mineral
exploration and early -stage development, including operational risks, cost overruns, equipment failures, permitting delays, and accidents;
environmental, permitting, title, and community -related risks; changes in laws o r regulations; reliance on key personnel; and general
economic, political, and market conditions.
Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in
the forward-looking information, there may be other factors that cause results not to be as anticipated, estimated, or intended. There can be
no assurance that such forward-looking information will prove to be accurate, as actual results and future events could differ materially from
those anticipated. Readers are cautioned not to place undue reliance on forward-looking information. Forward-looking information speaks
only as of the date of this news release, and the Company does not undertake any obligation to update or revise any forward- looking
information, whether because of new information, future events, or otherwise, except as required by applicable securities laws.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange)
has reviewed or approved the contents of this news release and accepts no responsibility for the adequacy or accuracy of this release.