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Published on 5/4/2011 in the Prospect News PIPE Daily.

Revolver plans C$40 million private placement of subscription receipts

Company sells receipts at C$0.50 each, plans to buy iron ore assets

By Devika Patel

Knoxville, Tenn., May 4 - Revolver Resources Inc. said it priced a C$40 million private placement of subscription receipts.

The company will sell 80 million receipts at C$0.50 apiece on a best-efforts basis. The price per receipt is a 28.21% premium to the May 3 closing share price of C$0.39.

Each receipt converts for free to a unit of one common share and one half-share warrant. Each whole warrant will be exercisable at C$1.00 for two years. The strike price reflects a 156.41% premium to the May 3 closing price.

The deal will be conducted by a syndicate of agents led by Cormark Securities Inc. and including Paradigm Capital Inc., JonesTrading Canada Inc., HSBC Securities (Canada) Inc. and certain others.

The offering is related to an agreement between Revolver and Oculus Mining SA under which Revolver will acquire all of Oculus' outstanding shares. As a result of this acquisition, Revolver will acquire certain producing iron ore assets in Brazil. The placement will provide the financing needed for Revolver to carry on its business, post-acquisition.

Revolver Resources is a mining company based in Vancouver, B.C.

Issuer:Revolver Resources Inc.
Issue:Subscription receipts
Amount:C$40 million
Receipts:80 million
Price:C$0.50
Warrants:One half-share warrant per unit upon conversion
Warrant expiration:Two years
Warrant strike price:C$1.00
Agents:Cormark Securities Inc. (lead), Paradigm Capital Inc., JonesTrading Canada Inc., HSBC Securities (Canada) Inc.
Pricing date:May 4
Settlement date:June 30
Stock symbol:TSX Venture: RZ
Stock price:C$0.39 at close May 3

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