Revolution Resources Corp.

Revolution Resources Corp.

January 19, 2011 16:33 ET

Revolution Resources Announces Increase of Proposed Private Placement to $9 Million

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Jan. 19, 2011) -


Revolution Resources Corp. (TSX:RV) ("Revolution") is pleased to announce that in order to satisfy excess demand it has increased the size of its private placement, previously announced on Jan. 18, 2011, to up to 15,000,000 shares for gross proceeds of up to CDN$9,000,000. As previously announced, Revolution has appointed Haywood Securities Inc. as its agent to sell, by private placement on a best efforts basis, common shares of Revolution at a price of CDN$0.60 per common share. Revolution intends to use the net proceeds from the offering to fund exploration activities at Revolution's Champion Hills gold project in North Carolina as well as for general working capital and other corporate purposes.

The Company has agreed to pay Haywood a cash fee equal to 6% of the gross proceeds from the offering. As additional compensation, Haywood will be issued agent's warrants entitling Haywood to purchase that number of common shares of Revolution equal to 6% of the number of common shares sold under the offering at $0.80 per share exercisable for a period of twelve (12) months from the closing date of the offering.

The closing of this equity offering is expected to occur on or about February 4th, 2011 and is subject to receipt of all necessary regulatory approvals. The common shares issued with respect to this equity offering will be subject to a four month hold period in accordance with applicable Canadian securities laws.

No insiders are participating in the offering and the offering is not expected to materially affect control of the Company.

Pursuant to the requirements of the Toronto Stock Exchange, the issuance of the shares and agent's warrants under the offering are subject to majority shareholder approval as the aggregate number of shares issuable exceeds 25% of the Company's current issued and outstanding shares. The Company presently has 41,772,500 shares outstanding and is seeking to issue and reserve for issuance an aggregate of 15,900,000 shares (including shares issuable on exercise of the agent's warrants) pursuant to the offering, representing 38.1% of the presently outstanding shares of the Company.

In accordance with Section 604(d) of the TSX Company Manual, the Company will initially seek shareholder approval by written consent of shareholders holding in excess of 50% of the outstanding shares of the Company.

This news release does not constitute an offer to sell or solicitation of an offer to buy any of the securities in the United States. The securities have not been registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold within the United States absent such registration or an applicable exemption from such registration requirements.


Aaron Keay, President, CEO and Director

Forward-Looking Statements: This news release may contain certain "forward-looking" statements and information relating to Revolution which are based on the beliefs of Revolution management, including the intended completion of an offering and the intended use of proceeds, as well as assumptions made by and information currently available to Revolution management. Such statements reflect the current risks, uncertainties and assumptions related to certain factors including, without limitations, the expected completion and timing of completion of an equity offering, exploration and development risks, expenditure and financing requirements, title matters, 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. Should any one or more of these risks or uncertainties materialize or change, or should any underlying assumptions prove incorrect, actual results may vary materially from those described herein.

Neither Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information