Rev Closes $4 Million Private Placement with Eric Sprott to Accelerate Helium and Natural Hydrogen Exploration and Drill Programs
REV Exploration Corp.
TSXV: REVX OTC: REVFF
604-682-7970
REVexploration.com
1
CAN: 61596118.7
REV CLOSES $4 MILLION PRIVATE PLACEMENT
WITH ERIC SPROTT TO ACCELERATE HELIUM
AND NATURAL HYDROGEN EXPLORATION AND
DRILL PROGRAMS
REV Corporate Video: https://youtu.be/biOHmBtI8ns
VANCOUVER, British Columbia – June 1, 2026: REV Exploration Corp. (“REV” or the “Company”)
(TSXV: REVX; OTC: REVFF; FSE: 7FF) is pleased to announce that, further to its May 22, 2026 news
release, it has closed a strategic non-brokered private placement (the “Private Placement”) with Mr. Eric
Sprott for gross proceeds of $4.0 million. The Private Placement consisted of 4,210,526 units (“Units”)
of the Company at $0.95 per Unit through 2176423 Ontario Ltd., a corporation beneficially owned by Mr.
Sprott.
Jordan Potts, CEO of REV, commented: “Closing this financing with Mr. Eric Sprott is a significant
milestone for REV and a continued vote of confidence in our team and our assets. With this capital, we
can meaningfully advance our Helium and Natural Hydrogen portfolio at a time when global demand for
secure, domestically sourced critical energy commodities continues to accelerate. We believe REV is
exceptionally well positioned to create value for shareholders as Helium and Natural Hydrogen become
increasingly strategic to both the energy transition and the broader technology sector.”
Private Placement Terms
Each Unit consisted 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
entitles 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 are subject to a statutory hold period of four months plus
one day from the date of issuance, in accordance with applicable securities legislation.
Mr. Sprott currently holds more than 10% of the issued and outstanding Common Shares. As a result, his
participation in the Private Placement constituted a “related party transaction” within the meaning of
Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions (“MI 61-
101”). The Company relied 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 issued to Mr. Sprott, and the consideration paid by him, did not exceed 25% of the
Company’s market capitalization.
The Private Placement is subject to final approval of the TSX Venture Exchange. In connection with the
Private Placement, the Company paid aggregate cash finder’s fees of $200,000, representing 5% of the
gross proceeds of the Private Placement, to certain arm’s length finders. The Company intends to use the
net proceeds from the Private Placement to fund its exploration activities and for general working capital
purposes.
CAN: 61596118.7
Early Warning Disclosure
As required by National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and
Insider Reporting Issues (“NI 62-103”), Mr. Sprott has filed an Early Warning Report in connection with
his acquisition of the Units pursuant to the Private Placement.
Prior to the completion of the Private Placement, Mr. Sprott, through 2176423 Ontario Ltd., a corporation
beneficially owned by Mr. Sprott, with a registered address at Suite 1106, 7 King Street East, Toronto,
ON M5C 3C5, owned 6,666,667 Common Shares, representing approximately 11.9% of the issued and
outstanding Common Shares. Following the completion of the Private Plac ement, Mr. Sprott owns
10,877,193 Common Shares and 2,105,263 Warrants, representing approximately 18.1% of the issued and
outstanding Common Shares (on a non-diluted basis) or 20.9% of the issued and outstanding Common
Shares (on a partially diluted basis, assuming exercise of the Warrants). Pursuant to the terms of the
Warrants, Mr. Sprott will be prevented from exercising Warrants that would result in his shareholdings
exceeding 20% of the issued and outstanding Common Shares unless shareholder approval is obtained.
The Units were acquired for investment purposes. Mr. Sprott currently has no other plans or intentions
that relate to, or would result in, the matters listed in clauses (a) to (k) of item 5 of Form 62-103F1. Mr.
Sprott has a long-term view of the investment and may acquire additional securities of the Company,
dispose of some or all of the existing or additional securities he holds or will hold, or may continue to hold
his current position, depending on market conditions, reformulation of plans and/or other relevant factors,
subject in each case to applicable securities law.
A copy of the Early Warning Report filed by Mr. Sprott with respect to the foregoing will appear on the
Company’s profile on the System for Electronic Document Analysis and Retrieval+ (“ SEDAR+”) at
www.sedarplus.ca.
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 registration 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.
Quebec Disposition of Mining Claims
The Company announces that, further to its news release dated May 22, 2026 regarding the closing of the
disposition of certain mining claims held by the Company in the Chibougamau mining district, Quebec,
to Major Gold Corp., the assets transferred under the disposition are subject to pre-existing net smelter
return royalties and the transaction was conducted at arm’s length.
Options Grant
REV announces the grant of incentive stock options to consultants of the Company to acquire a total of
450,000 common shares at an exercise price of $1.05 per share, with such options to vest immediately at
the date of grant. These options have a five-year term.
The options were granted under the Company’s 10% rolling Stock Option Plan, which has been approved
by shareholders and accepted by the TSX Venture Exchange. Following this grant, the Company remains
within the limits permitted under the Plan.
CAN: 61596118.7
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 focused on America's
Northern Great Plains and Southern Alberta along the Montana border. The company owns oil and gas
leasehold interests in Montana covering approximately 14,000 acres, in addition to a series of PNG leases
in Alberta along the Alberta-Montana border, including the drill-ready Aden Dome Project. REV is also
a significant shareholder of MAX Power Mining (ownership of six million shares) which is advancing its
Lawson Natural Hydrogen discovery toward commercial validation.
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 not limited to,
statements regarding the expected use of proceeds, the advancement of the Company’s mineral properties, and the Company’s future 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 news
release, including assumptions regarding market conditions, the availability of financing on acceptable terms, the Company’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 uncertainties include, but are not
limited to: 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 or regulations; reliance on key personnel; and general economic, political,
and market conditions.
CAN: 61596118.7
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.