Material Change Report
Item 1: Name and Address of Company
Revolver Resources Inc. (“Revolver”)
888 Dunsmuir Street – Suite 888 Vancouver, BC V6C 3K4
Item 2: Date of Material Change
July 26, 2016
Item 3: News Release
A news release was issued and disseminated on July 26, 2016 and filed on SEDAR (www.sedar.com). A copy of the news release is attached as Schedule “A” hereto.
Item 4: Summary of Material Change
Revolver entered into an option agreement dated June 21, 2016 with Ximen Mining Corp. and received TSX Venture approval for the transaction on July 26, 2016.
Item 5.1: Full Description of Material Change
See Schedule “A” as attached.
Item 5.2: Disclosure for Restructuring Transactions
Item 6: Reliance on Subsection 7.1(2) of National Instrument 51-102
Item 7: Omitted Information
Item 8: Executive Officer
The following senior officer of the Company is knowledgeable about the material change and this report:
Item 9: Date of Report
July 26, 2016
REVOLVER RESOURCES INC.
Revolver Closes Fundamental Acquisition
Vancouver, British Columbia – July 26, 2016 – REVOLVER RESOURCES INC. (TSXV: RZ) (the “Company” or “Revolver”) is pleased to announce, further to its news release of June 27, 2016, that the TSX Venture Exchange (the “TSX-V”) has granted final approval of the “Fundamental Acquisition” (TSX-V Policy 5.3) and that the Company has closed the Fundamental Acquisition whereby the Company may acquire 100% of the Gold Drop property located in Greenwood, British Columbia (the “Transaction”). Under the terms of the option agreement with Ximen Mining Corp., the Company may earn a 100% interest in the Gold Drop property by making certain staged cash payments and share payments of common shares in the capital of the Company to Ximen over a four-year period equal to a total of $400,000 ($100,000 each year) in cash and such number of common shares equal to $600,000 ($150,000 of common shares each year subject to a minimum of 250,000 shares each year), in addition to one million common shares of the Company within five business days of TSX-V approval of the Transaction, and work expenditures on the property of $1-million (subject to a minimum of $150,000 of expenditures on the property each year). Ximen will retain a 2.5-per-cent net smelter return royalty, of which the Company may buy down 1 per cent by paying $1-million to Ximen. Upon the acquisition of the property, Ximen will have a right for nine months thereafter to elect to form a joint venture with the Company by paying to the Company the amount of money equal to 30 per cent of the total amount expended on the property by the Company. If Ximen exercises this joint venture right, Ximen and the Company will enter into a joint venture for the exploration and development of the property. Details of the agreement will be available on the Company’s SEDAR profile at www.sedar.com.
The TSX-V has confirmed that the Company’s stock halt will be lifted. The Company expects trading to resume at market open on July 28, 2016.
A National Instrument 43-101 geological report for the Gold Drop property has been prepared in connection with the Transaction and will be filed on SEDAR at www.sedar.com.
On Behalf of the Board of Directors
Barry Brown, Director
This news release may contain forward-looking statements including but not limited to the Transaction including the terms thereof, trading halt, comments regarding the timing and content of upcoming work programs, geological interpretations, receipt of property titles, potential mineral recovery processes, execution of the letter of intent and definitive agreement. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forwarding-looking wording such as “may”, “expect”, “estimate”, “anticipate”, “intend”, “believe” and “continue” or the negative thereof or similar variations. Actual results may differ materially from those currently anticipated in such statements and the Company undertakes no obligation to update such statements, except as required by law. The reader is cautioned not to place undue reliance on any forward-looking information. There can be no assurance that the transaction with Ximen will be successful.
Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business and the industry and markets in which the Company operates, including that: the current price of and demand for minerals and metals being targeted by the Company will be sustained or will improve; the Company’s current exploration programs and objectives can be achieved; the Company will be able to obtain required exploration licences and other permits; general business and economic conditions will not change in a material adverse manner; financing will be available if and when needed on reasonable terms; the Company will not experience any material accident; and the Company will be able to identify and acquire additional mineral interests on reasonable terms or at all. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Investors are cautioned that all forward-looking statements involve risks and uncertainties, including: that resource exploration and development is a speculative business; that the Company may lose or abandon its property interests or may fail to receive necessary licences and permits; that environmental laws and regulations may become more onerous; that the Company may not be able to raise additional funds when necessary; potential defects in title to the Company’s properties; fluctuations in currency exchange rates; fluctuating prices of commodities and metals; operating hazards and risks; competition; potential inability to find suitable acquisition opportunities and/or complete the same; and other risks and uncertainties listed in the Company’s public filings. These risks, as well as others, could cause actual results and events to vary significantly. Accordingly, readers should not place undue reliance on forward-looking statements and information, which are qualified in their entirety by this cautionary statement. There can be no assurance that forward-looking information, or the material factors or assumptions used to develop such forward looking information, will prove to be accurate. The Company does not undertake any obligations to release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable securities law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.