Revolution Resources Corp.

Revolution Resources Corp.

March 08, 2012 16:01 ET

Revolution Resources Announces $5.0 Million Bought Deal Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 8, 2012) -


Revolution Resources Corp. (TSX:RV) ("Revolution" or the "Company") is pleased to announce that it has entered into an agreement with a syndicate of underwriters co-led by Haywood Securities Inc. and Paradigm Capital Inc., and including Canaccord Genuity Corp. under which the underwriters have agreed to purchase on a bought deal basis 14,750,000 units of the Company at a price of $0.34 per unit for gross proceeds of $5,015,000 (the "Offering"). In addition, the Company has granted to the underwriters an option (the "Over-Allotment Option") to purchase up to that number of additional units equal to 15% of the number of units sold under the Offering at a price of $0.34 per unit, on the same terms and conditions of the Offering. The Over-Allotment Option is exercisable at any time up to 30 days following the closing of the Offering. Each unit is comprised of one common share and one-half of one share purchase warrant. Each whole share purchase warrant will entitle the holder to acquire one common share of the Company at a price $0.60 for a period of 18 months following the closing of the Offering.

The Underwriters will receive a cash fee on the sale of the units equal to 7% of the gross proceeds raised, and broker warrants ("Broker Warrants") equal in number to 7% of the units sold in the Offering. Each Broker Warrant will entitle the holder to acquire one common share of the Company at a price of $0.60 at any time up to 18 months following the closing of the Offering.

The Company expects to use the net proceeds from the Offering to advance the Universo property in Mexico, and the Champion Hills project in North Carolina, and for general working capital purposes.

The units to be sold under the Offering will be offered by way of a short form prospectus in the provinces of British Columbia, Alberta, Ontario and Nova Scotia. Closing of the Offering is anticipated to occur on or about April 3, 2012 and is subject to certain conditions including, but not limited to, the completion of satisfactory due diligence by the Underwriters and the receipt of applicable regulatory approvals including approval of the Toronto Stock Exchange.

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 units in any jurisdiction in which such offer, solicitation or sale would be unlawful. The units and the common shares issuable on exercise of the underlying share purchase warrants have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or the securities laws of any state of the United States and may not be offered or sold within the United States or to, or for the account or the benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) unless exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws.

About Revolution

Revolution's 2012 exploration programs will be completed under the supervision of Rob McLeod, P.Geo and Director of Revolution and Katie Lucas, P.Geo., both Qualified Persons as defined by NI 43-101. Drill cores will be cut in half using a diamond saw, with one half placed in sealed bags, and delivered to ALS-Chemex facilities and/or Activation Laboratories for preparation and analysis using both fire assay and multi-element ICP methods. A sample quality control/quality assurance program utilizing standards and blanks, as well as third-party check labs will be implemented.

Revolution Resources Corp. is a TSX-listed gold exploration company (TSX:RV) based in Vancouver, BC, Canada. Well-funded and with no long-term debt, the Company's current exploration activities are focused on two flagship projects located in the Champion Hills district of North Carolina and the newly-optioned property portfolio of Lake Shore Gold in Mexico, previously owned by West Timmins Mining.

ON BEHALF OF THE BOARD of Revolution Resources Corp.

Aaron Keay, President, CEO and Director

Forward-Looking Statements: Some statements in this news release contain forward-looking information or forward-looking statements for the purposes of applicable securities laws. These statements include, among others, statements with respect to a proposed financing and financing terms and proposed exploration activities and their timing. These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the statements. Such factors include, among others, inability to obtain regulatory approvals, completion of the anticipated financing, the timing and success of future exploration, development and production activities, exploration and development risks, expenditure and financing requirements, title matters, third party consents, operating hazards, metal prices, political and economic factors, competitive factors, general economic conditions, relationships with vendors and strategic partners, governmental regulation and supervision, seasonality, technological change, industry practices and one-time events. In making the forward-looking statements, the Company has applied several material assumptions including, but not limited to, the assumptions that: (1) the proposed exploration and development of mineral projects will proceed as planned; (2) market fundamentals will result in sustained metals and minerals prices and (3) any additional financing needed will be available on reasonable terms. The Company expressly 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 otherwise required by applicable securities legislation.

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