Revolve Announces Proposed Acquisition of Canadian Renewable Energy Operator and Developer, WindRiver Power Corporation

VANCOUVER, BC / ACCESSWIRE / October 4, 2023 / Revolve Renewable Power Corp. (TSXV:REVV)(OTCQB:REVVF) ("Revolve" or the "Company"), an owner, operator and developer of renewable energy projects is pleased to announce the proposed acquisition of WindRiver Power Corporation ("WindRiver") a Canadian based owner, operator and developer of wind and hydro projects (the "Proposed Acquisition") in the Provinces of British Columbia and Alberta.

Revolve, Revolve Acquisition Corp. (the "Purchaser") a wholly owned Alberta subsidiary of Revolve, and WindRiver have entered into an arrangement agreement dated October 3, 2023 (the "Arrangement Agreement"), pursuant to which the Purchaser and WindRiver shall complete a plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement") to effect the Proposed Acquisition. Following the completion of the Arrangement, WindRiver shall become a wholly owned subsidiary of Revolve and the Purchaser.

The Proposed Acquisition, once completed, will add 96.63MW of net operational and development capacity to the Company's portfolio, which is split between 6.63MW of net operational capacity and 90MW of development assets, all located within Canada. The Proposed Acquisition is consistent with the Company's strategy of building a diversified renewable energy platform across North America while adding long term recurring revenue and cashflow. It will also provide a strong base to expand our activities in the Canadian market where the Company has already commenced greenfield development work earlier this year.

Completion of the Proposed Acquisition is subject a number of conditions, including the final acceptance of the TSX Venture Exchange (the "TSXV"), receipt of WindRiver shareholder approval, receipt of a final order approving the Arrangement from the Court of King's Bench of Alberta, Judicial Centre of Calgary (the "Final Order") and other customary closing conditions. Closing of the Proposed Acquisition is expected to occur in early December of this year.

Steve Dalton, CEO of Revolve commented: "We are delighted to reach agreement for our first acquisition in the Canadian market. As we outlined in our updated corporate presentation a number of weeks ago the acquisition of operating assets is a key part of our strategy to accelerate the transition of the Company to an owner / operator business model.

The acquisition of WindRiver will add long term recurring revenue and cashflow to the business, accelerate our expansion into the Canadian market and bring with it a highly experienced operations and development team.

We look forward to working with the WindRiver team towards completion of the transaction in the coming months."

WindRiver Background
WindRiver was established in 2008 as a developer of wind and hydro projects in Canada. It has since built a successful track record in the industry completing the development of a number of projects across both British Columbia and Alberta totalling over 200MW's.

WindRiver currently holds equity interests in the following portfolio of projects:

Operating Projects

• 6MW Box Springs Windfarm Project, located in Medicine Hat, Alberta, was commissioned in 2014 and consists of three Gamesa G90 turbines. The project sells electricity under a 20-year fixed price power purchase agreement with the City of Medicine Hat. WindRiver is a 51% shareholder in this project.
• 11MW Hunter Creek Hydro Project, a run-of-river hydro facility located in Hope, British Columbia. The project was developed by WindRiver and was commissioned in June 2018. It sells electricity to B.C. Hydro under a long term power purchase agreement. WindRiver is an indirect 21% shareholder in this project.
• 6MW Sakwi Hydro, located in Harrison Hot Springs, British Columbia. WindRiver was also the developer of this project and it was commissioned in Dec 2014. The project also sells electricity to B.C. Hydro under a long term power purchase agreement. WindRiver is an indirect 21% shareholder in the project.

(collectively the "Operational Projects")

Development Projects
In addition to the operating projects, WindRiver currently has two hydro development projects that it has been progressing through the development cycle for several years. These are the:

• 15MW Tamihi Creek Hydro Project, located in the Chilliwack River Valley near Chilliwack, British Columbia. WindRiver is the developer of the project and a 70% shareholder.
• 75MW Kinskuch Lake Hydro Project, located north of Terrace, British Columbia. The project has the potential to develop significant storage capacity, beyond "run-of-river", at Kinskuch Lake. WindRiver is the developer of the project and an 87.5% shareholder.

These projects are at varying stages of development with target ready to build dates in 2025-2026 subject to future power contracting opportunities with B.C. Hydro.

Both the operating and development projects are currently managed by the WindRiver team, who are expected to remain in place post transaction and are expected to play an integral role in expanding the Company's presence in the Canadian market.

Following completion of the Proposed Acquisition, the Company will have 12.33MW (net) of operating assets under long term power purchase agreements, 3MW under construction and a development portfolio of c.3,084.2MW across the US, Canada and Mexico.

The Transaction
Revolve, the Purchaser and WindRiver have entered into the Arrangement Agreement, pursuant to which the Purchaser and WindRiver shall complete the Arrangement to effect the Proposed Acquisition. Following the completion of the Arrangement, WindRiver shall become a wholly owned subsidiary of Revolve and the Purchaser.

Under the terms of the Arrangement Agreement, the Purchaser will acquire all of the outstanding common shares of WindRiver (the "WindRiver Shares") in exchange for CAD $0.21787175502, in cash, per WindRiver Share, for total gross upfront consideration of C$4,850,000.

The Purchaser may also pay up to CAD $14,000,000 depending on whether WindRiver's Tamihi Creek and Kinskuch Lake hydro projects achieve certain milestones, are sold to a third party by the Purchaser or other post-closing events occur. In addition the Company has agreed to reimburse certain historic development costs related to these projects, to be reimbursed once construction has commenced on the respective project.

The Company has also agreed to pass through contingent payments of up to CAD $5,700,000 expected to be received by WindRiver from development assets previously sold to 3^rd parties by WindRiver.

The Arrangement Agreement contains customary representations and warranties, covenants and conditions for a transaction of this nature. A copy of the Arrangement Agreement will be filed on Revolve's SEDAR+ profile and will be available for viewing at www.sedarplus.com.

The Transaction is an arm's length transaction for purposes of the policies of the TSXV and the Company expects that the Transaction will meet the criteria of an "Expedited Acquisition" pursuant to Policy 5.3 - Acquisitions and Disposition of Non-Cash Assets of the TSXV's Corporate Finance Manual.

Acquisition Financing
Concurrently with signing of the Arrangement Agreement the Company has also signed financing agreements with RE Royalties Ltd. (TSXV:RE) ("RE Royalties") for the provision of a secured loan of up to CAD$5,000,000 or 80% of the total upfront consideration to part finance the Proposed Acquisition (the "Secured Loan"). The financing agreements consist of a secured loan agreement and a royalty agreement between Revolve and RE Royalties.

The Secured Loan will be drawn down as part of completion of the Proposed Acquisition and will have a term of 36 months. It will be repayable at maturity, bear interest at 12% on drawn funds, with interest payable on a quarterly basis during the term. The Company will pay RE Royalties a financing fee of 1% of the Secured Loan amount on signing of the loan. The Secured Loan will be secured on certain assets of the Company.

The Company has also entered into a royalty agreement with RE Royalties under, which they will receive a variable royalty of between 0.5% to 1% on gross revenues generated by certain Operational Projects for the life of the power purchase agreements for each relevant Operational Project.

About Revolve
Revolve was formed in 2012 to capitalize on the growing global demand for renewable power. Revolve develops utility-scale wind, solar and battery storage projects in the US and Mexico with a portfolio of 2,838MW under development. The Company has a second division, Revolve Renewable Business Solutions, which installs and operates sub 20MW "behind the meter" distributed generation (or "DG") assets. Revolve Renewable Business Solutions currently has an operating portfolio of 6MW with an additional 3MW under construction.

Revolve has an accomplished management team with a demonstrated track record of taking projects from "greenfield" through to "ready to build" (or "RTB") status and successfully concluding project sales to large operators of utility-scale renewable energy projects. To-date, Revolve has developed and sold over 1,550MW of projects.

Going forward, Revolve is targeting 5,000MW of utility-scale projects under development in the US and Mexico, and in parallel is rapidly growing its portfolio of revenue-generating DG assets.

For further information contact:
Steve Dalton, CEO
IR@revolve-renewablepower.com

or

Sunita Prasad
VP, Corporate Development & Investor Relations

Phone: +1 778-885-5550
IR@revolve-renewablepower.com

Forward-Looking Information
Although Revolve believes, considering the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because Revolve can give no assurance that they will prove to be correct. When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release include information relating to the business plans of Revolve and management's expectation on the growth and performance of its business in the United States and Mexico, including the planned MW capacity of its projects; its expansion into the distributed generation market; potential opportunities in the distributed generation market; the completion and timing of the development of its planned portfolio of distributed generation projects; potential revenues and cashflows generated from its DG division; the Company's plans to develop, construct and finance rooftop solar, battery storage and energy efficiency projects of up to 5MW and enter into long term power purchase agreements for the sale of electricity from the projects with the underlying customers; statements regarding the Proposed Acquisition, including the benefits and terms of the Proposed Acquisition, the completion of the Proposed Acquisition and the timing thereof; receipt of all shareholder, court, regulatory, TSXV and other third party approvals required pursuant to the Proposed Transaction and the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Proposed Acquisition; statements with respect to WindRiver, its projects and proposed development plans, the impact of the Proposed Acquisition on Revolve's development portfolio; and the WindRiver team's retention following closing of the Proposed Acquisition. Such statements and information reflect the current view of Revolve and/or WindRiver respectively.

The forward-looking statements contained in this news release are based on current expectations, estimates, projections and assumptions, having regard to the Company's experience and its perception of historical trends, and includes, but is not limited to, expectations, estimates, projections and assumptions relating to the extent of regulations pertaining to the Company's projects, Revolve's ability to continue as going concern and the ability of the parties to receive, in a timely manner, the necessary shareholder, court, regulatory, TSXV and other third party approvals and the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Proposed Acquisition. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information, including but not limited to: the effects of weather, catastrophes and public health crises, including COVID-19; labour availability; disruptions to the Company's supply chains; changes to regulatory environment, including interpretation of production tax credits; armed hostilities and geopolitical conflicts; failure to obtain necessary regulatory approvals in a timely fashion, or at all; risks related to the development and potential development of the Company's projects; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; the availability of tax incentives in connection with the development of renewable energy projects and the sale of electrical energy; failure to obtain required shareholder, court, regulatory, TSXV and other third party approvals and the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Proposed Acquisition; failure to retain the WindRiver team following the closing of the Proposed Acquisition; as well as those factors discussed in the sections relating to risk factors discussed in the Company's continuous disclosure filings on SEDAR. Such statements and information reflect the current view of Revolve. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

The forward-looking information contained in this press release represents the expectations of Revolve as of the date of this press release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. Revolve does not undertake to update this information at any particular time except as required in accordance with applicable laws.

Neither TSX Venture Exchange nor its Regulation Services Provider (as defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE: Revolve Renewable Power Corp.