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REV Closes $4 Million Private Placement with Eric Sprott to Accelerate Helium and Natural Hydrogen Exploration and Drill Programs

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REV Closes $4 Million Private Placement with Eric Sprott to Accelerate Helium and Natural Hydrogen Exploration and Drill Programs

REV Exploration Corp. (TSX-V: 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 with Mr. Eric Sprott for gross proceeds of $4.0 million. The Private Placement consisted of 4,210,526 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 and one-half of one Common Share purchase warrant. Each Warrant entitles Mr. Sprott to purchase one Common 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. 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.

Early Warning Disclosure

As required by National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, 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 Placement, 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.

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
info@revexploration.com
REVexploration.com
Jordan Potts, CEO and Director

For further information, please contact:

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

Posted June 1, 2026

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