Star Metro - Revolve Signs Agreement to Acquire 9.6 MW Operating Wind Project in the United States

VANCOUVER, BC / ACCESS Newswire / April 1, 2025 / Revolve Renewable Power Corp. (TSXV:REVV)(OTCQB:REVVF) ("Revolve" or the "Company"), a North American owner, operator and developer of renewable energy projects, is pleased to announce that it has signed a binding offer (the "Binding Offer") for the proposed acquisition of a 9.6 megawatt ("MW") operating wind energy project in the United States (the "Project"). Subject to certain conditions, the Binding Offer provides for the acquisition of a 95% interest in the Project for total consideration of US$10.5 million on a cash and debt free basis (the "Proposed Acquisition"). The Project would be Revolve's first operating renewable energy project in the U.S.

The Project consists of six 1.6 MW wind turbines generating revenue through a Power Purchase Agreement with a regional utility. The Project, once the Proposed Acquisition is complete, is expected to generate approximately US$2.2 million in revenue and US$885,000 in EBITDA during the first year of ownership. In support of the Proposed Acquisition, Revolve has also signed a term sheet with RE Royalties Ltd. (TSXV:RE) ("RE Royalties") for the provision of a secured loan of up to US$8,000,000, representing approximately 80% of the total upfront consideration required to finance the Proposed Acquisition (the "Secured Loan").

"This Proposed Acquisition is another significant milestone for Revolve as we continue to execute on our growth plan across North America," said CEO Myke Clark. "Once completed, this acquisition will add another strong recurring revenue stream to our growing portfolio of assets. We continue to see a number of exciting opportunities to supplement our strategy by acquiring operating assets in the US and Canada. This is the third significant acquisition of operating assets in our recent history, and we are committed to accelerating that process as we scale our business through additional acquisitions and organic growth."

The Project

The Project is Revolve's first acquisition of an operating renewable energy asset in the United States and builds on the Company's current operating portfolio of 12.33 MW in Canada and Mexico.

Capacity: 9.6MW total capacity.

Site Description: Lease agreements for 127 acres of land.

Status: Operating.

Project Life: 2046.

Financial: No debt or tax equity obligations.

Federal Tax Credit: Production tax credit through 2031.

The Proposed Acquisition, once completed, will add 9.6 MW of net operational capacity to the Company's portfolio, bring the total under operation to 22 MW.

The Transaction

Under the terms of the Binding Offer, which was signed March 28, 2025, Revolve the will acquire 95% of the outstanding shares of the Project in exchange for US$10,500,000 in cash. The remaining 5% is owned by an unrelated third party that provides operations and maintenance services to the Project under an Asset Management Agreement. In support of the Proposed Acquisition, Revolve has also signed a term sheet with RE Royalties Ltd. (TSXV:RE) ("RE Royalties") for the provision of a secured loan of up to US$8,000,000 or approximately 80% of the total upfront consideration to part finance the Proposed Acquisition (the "Secured Loan"). The remaining funds will come from a combination of cash from the Company's balance sheet, equity financing and/or debt facilities. Completion of the Proposed Acquisition is subject a number of conditions, including the acceptance of the TSX Venture Exchange (the "TSXV"), the closing of the Secured Loan and other customary closing conditions. Closing of the Proposed Acquisition is expected to occur in Q2 of this calendar year.

The Transaction is an arm's length transaction for purposes of the policies of the TSXV.

The Secured Loan

The Secured Loan is expected to be drawn down as part of completion of the Proposed Acquisition and will have a term of 24 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 also expects to enter into a royalty agreement with RE Royalties under which they will receive a royalty of 5% on gross revenues generated by the Project.

For further information contact:

Myke Clark, CEO
[email protected]
778-372-8499

About Revolve

Revolve was formed in 2012 to capitalize on the growing global demand for renewable power. Revolve develops utility-scale wind, solar, hydro and battery storage projects in the US, Canada and Mexico. Revolve also installs and operates sub 20MW "behind the meter" distributed generation (or "DG") assets. Revolve's portfolio includes the following:

• Operating Assets: 12 MW (net) of operating assets under long term power purchase agreements across Canada and Mexico covering wind, solar, battery storage and hydro generation;

• Development: a diverse portfolio of utility scale development projects across the US, Canada and Mexico with a combined capacity of over 3,000MW as well as a 140MW+ distributed generation portfolio that is under development.

Revolve has an accomplished management team with a demonstrated track record of taking projects from "greenfield" through to "ready to build" 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, Canada and Mexico, and in parallel is rapidly growing its portfolio of revenue-generating DG assets.

Forward Looking Information

The forward-looking statements contained in this news release constitute ''forward-looking information'' within the meaning of applicable securities laws in each of the provinces and territories of Canada and the respective policies, regulations and rules under such laws and ''forward-looking statements'' within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 (collectively, ''forward-looking statements"). The words "will", "expects", "estimates", "projections", "forecast", "intends", "anticipates", "believes", "targets" (and grammatical variations of such terms) and similar expressions are often intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward looking statements in this press release include statements with respect to the Company's business objectives and project development goals; statements with respect to the Proposed Acquisition, including its funding and the completion, timing and terms thereof; TSXV approval of the Proposed Acquisition; statements regarding the Project, including anticipated revenues and EBITDA during the first year of ownership and recurring revenues thereafter; and statements regarding the Secured Loan, including its terms, maturity date and interest rate. This forward-looking information and other forward-looking information are based on our opinions, estimates and assumptions considering our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we currently believe are appropriate and reasonable in the circumstances. Despite a careful process to prepare and review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Material factors underlying forward-looking information and management's expectations include: the receipt of applicable regulatory approvals; the absence of material adverse regulatory decisions being received and the expectation of regulatory stability; the absence of any material equipment breakdown or failure; availability of financing on commercially reasonable terms and the stability of credit ratings of the Company and its subsidiaries; the absence of unexpected material liabilities or uninsured losses; the continued availability of commodity supplies and stability of commodity prices; the absence of interest rate increases or significant currency exchange rate fluctuations; the absence of significant operational, financial or supply chain disruptions or liability, including relating to import controls and tariffs; the continued ability to maintain systems and facilities to ensure their continued performance; the absence of a severe and prolonged downturn in general economic, credit, social or market conditions; the successful and timely development and construction of new projects; the absence of capital project or financing cost overruns; sufficient liquidity and capital resources; the continuation of long term weather patterns and trends; the absence of significant counterparty defaults; the continued competitiveness of electricity pricing when compared with alternative sources of energy; the realization of the anticipated benefits of the Company's acquisitions and joint ventures; the absence of a change in applicable laws, political conditions, public policies and directions by governments, materially negatively affecting the Company; the ability to obtain and maintain licenses and permits; maintenance of adequate insurance coverage; the absence of material fluctuations in market energy prices; the absence of material disputes with taxation authorities or changes to applicable tax laws; continued maintenance of information technology infrastructure and the absence of a material breach of cybersecurity; the successful implementation of new information technology systems and infrastructure; favourable relations with external stakeholders; our ability to retain key personnel; our ability to maintain and expand distribution capabilities; and our ability to continue investing in infrastructure to support our growth.

Such uncertainties and risks may include, among others, market conditions, delays in obtaining or failure to obtain required regulatory approvals in a timely fashion, or at all; the availability of financing, fluctuating prices, the possibility of project cost overruns, mechanical failure, unavailability of parts and supplies, labour disturbances, interruption in transportation or utilities, adverse weather conditions, and unanticipated costs and expenses, variations in the cost of energy or materials or supplies or environmental impacts on operations, disruptions to the Company's supply chains; changes to regulatory environment, including interpretation of production tax credits; armed hostilities and geopolitical conflicts; 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; as well as those factors discussed in the sections relating to risk factors discussed in the Company's continuous disclosure filings on SEDAR+ at sedarplus.ca. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Readers are cautioned that given these risks, undue reliance should not be placed on these forward-looking statements, which apply only as of their dates. Other than as specifically required by law, the Company undertakes no obligation to update any forward-looking statements to reflect new information, subsequent or otherwise. The Company does not intend, and expressly disclaims any intention or obligation to, update or revise any forward-looking statements whether because of new information, future events or otherwise, except as required by law.

Such statements and information reflect the current view of the Company. 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 the Company 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. The Company does not undertake to update this information at any 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.

View the original press release on ACCESS Newswire

S.Lapointe--SMC