Revolver Resources Inc.
TSX VENTURE : RZ

May 04, 2011 09:00 ET

Revolver Resources Inc. Announces $40 Million Private Placement to Be Completed as Part of Revolver's Takeover Transaction

VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 4, 2011) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

Revolver Resources Inc., (TSX VENTURE:RZ) ("Revolver"). Mr. Craig Engelsman is pleased to announce that Revolver Resources Inc. has entered into an agreement pursuant to which a syndicate of agents, led by Cormark Securities Inc. and including Paradigm Capital Inc., JonesTrading Canada Inc., HSBC Securities (Canada) Inc. and certain others (collectively, the "Agents"), have agreed to conduct a private placement offering on a best efforts agency basis of up to 80 million subscription receipts ("Receipts") at a price of $0.50 per Receipt for gross proceeds of up to $40 million (the "Offering").

Each Receipt is convertible for no additional consideration into one unit ("Unit"). Each Unit will consist of one common share (a "Common Share") in the capital of Revolver and one-half of one common share purchase warrant. Each whole warrant will entitle the holder thereof to purchase one Common Share at a price of $1.00 per Common Share for a period of 24 months following the closing date.

The Company has agreed to pay to the Agents a cash commission equal to six per cent of the gross proceeds raised from the Offering and to issue to the Agents broker warrants exercisable to acquire that number of Units that is equal to six per cent of the number of offered securities sold pursuant to the Offering at an exercise price of $0.50 per Unit at any time on or before the date which is 24 months following the closing of the Offering.

The Offering is related to the previously announced agreement between Revolver and Oculus Mining S.A. ("Oculus") which provides that Revolver shall acquire all of the issued and outstanding shares of Oculus and thus indirectly all of the quotas of Cofersul Mineração Ltda ("Cofersul"), a private Brazilian company (the "Acquisition"). As a result of the Acquisition, Revolver will acquire certain producing iron ore assets arising from Exploitation Permit nº 79, located in the Quadrilátero Ferrifero (iron ore superstructure) Itaúna, Minera Gerais, Brazil. The Offering is intended to provide the requisite financing for Revolver to carry on the business of Oculus and Cofersul post-Acquisition. The Acquisition remains subject to the receipt of requisite regulatory approval, including without limitation, the approval of the TSX Venture Exchange and the shareholders of Revolver.

The gross proceeds from the sale of the Receipts, less the Agents' expenses, will be deposited into escrow pending Revolver completing the escrow release conditions which include: (a) receipt of all regulatory approvals required to complete the Acquisition, (b) Revolver and Oculus agreeing that all conditions under the definitive agreement have been satisfied and (c) that the Common Shares to be issued upon the exercise of the Receipts will, subject to relevant securities laws, only be subject to the statutory hold period of four months plus one day.

Closing of the Offering is scheduled to occur on or about June 30, 2011, or such other date as Cormark Securities Inc. and Revolver may agree.

Revolver is currently a Tier 2 mining issuer. The acquisition is an arm's-length transaction and upon completion thereof, it is anticipated that Revolver will apply for a Toronto Stock Exchange listing. There is no assurance that Revolver will be listed on the Toronto Stock Exchange.

Other information and updates

The Common Shares are currently listed for trading on the TSX Venture Exchange (the "TSXV"). In accordance with TSXV policy, the Shares are currently halted from trading and will remain halted until such time as determined by the TSXV which, depending on the policies of the TSXV, may not occur until the completion of the Acquisition and the Offering.

For further information about the Acquisition, please refer to the Company's news release of April 26, 2011.

Forward-Looking Information

This news release contains "forward-looking information", which may include, but is not limited to, statements with respect to the future financial or operating performance for Revolver and Oculus. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimate", "forecasts", "intends", "anticipates, or "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved.

Forward-looking statements involved known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements or Revolver and Oculus to be materially different from any future results, performance or achievements expressed or implied by the forward looking statements. Forward-looking statements contained herein are made as of the date of this press release and Revolver and Oculus disclaim, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management's estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward looking statements.

All information contained in this news release with respect to Oculus was supplied by Oculus for inclusion herein.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities of Revolver being offered have not been, nor will be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold with in the United States or to, or for the account or benefit of U.S. persons absent U.S. registration under the U.S. Securities Act and applicable state securities laws or an applicable exemption from U.S. registration requirements.

The TSXV has in no way passed upon the merits of the proposed transaction described herein and has neither approved nor disapproved the contents of this news release. Neither TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.

Contact Information

  • Revolver Resources Inc.
    Craig Engelsman
    President and Chief Executive Officer
    604 608-6611