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Revolve Completes Acquisition of WindRiver Power Corporation, a Canadian Renewable Energy Operator and Developer

Steve Dalton, CEO of Revolve commented: "We are delighted to close the acquisition of WindRiver and would like to take the opportunity to thank the WindRiver team, shareholders and advisers for their work on the transaction over the last number of months. We look forward to building on the success of WindRiver and to continuing to expand our presence in the Canadian market."

Project Details
The portfolio of projects (the "Projects") acquired as part of the Acquisition includes a combination of Operating Projects (collectively the "Operational Projects") and Development Projects (collectively the "Development Projects").

Operating Projects

The table below provides an overview of the revenue generated by the Operational Projects for the six months ended June 30, 2023. The net revenues presented below attributable to WindRiver are not consolidated on the balance sheet of WindRiver and are shown for informational purposes only. The reported unconsolidated revenue of WindRiver for the corresponding 6 month period was C$331,361.

Development Projects
There are two hydro Development Projects that has been progressing through the development cycle for several years. These projects are:

• 15MW Tahimi Creek Hydro Project, located in the Chilliwack River Valley near Chilliwack, British Columbia. Revolve and the Purchaser are now 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. Revolve and the Purchaser are now the developer of the project and an 87.5% shareholder.

The Development 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.

Following completion of the Acquisition the Company now has a total portfolio of approximately:

• Operating Assets: 12.33MW (net) of operating assets under long term power purchase agreements across Canada and Mexico and covering wind, solar, battery storage and hydro generation;
• Under Construction: a 3MW CHP project and a 450kWp rooftop solar project that are both under construction and expected to be operational later this year;
• Development: a diverse portfolio of development projects across the US, Canada and Mexico with a combined capacity of over 3,000MWs.

The Acquisition
Upon completion of the Acquisition, Revolve acquired all the outstanding common shares of WindRiver (the "WindRiver Shares") in exchange for C$0.21787175502 for each WindRiver Share. This was paid in cash for a total gross upfront consideration of approximately C$4,850,000.

Revolve may also pay up to C$14,000,000 in contingent consideration to the former WindRiver shareholders depending on whether WindRiver's Tamihi Creek and Kinskuch Lake hydro projects achieve certain milestones, including, the signing of power purchase agreements, the commencement of construction, and commercial operations, or are sold to a third party by the Purchaser. 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.

Revolve has also agreed to pass through contingent payments of up to C$5,700,000 expected to be received by WindRiver from development assets previously sold to third parties by WindRiver.

The Acquisition did not constitute a Non-Arm's Length Transaction in accordance with the policies of the TSXV. The Acquisition constituted a "significant acquisition" pursuant to National Instrument 51-102 - Continuous Disclosure Obligations and the Company intends to file a business acquisition report (the "BAR") with respect to the Acquisition in accordance with applicable securities laws.

Acquisition Financing
The acquisition was financed using a secured loan (the "Secured Loan") from RE Royalties Ltd. (TSXV:RE) ("RE Royalties") of C$3,968,800 as announced in the news release dated, October 4 (https://revolve-renewablepower.com/revolve-announces-proposed-acquisition-of-canadian-renewable-energy-operator-and-developer-windriver-power-corporation/). The remaining cash required for the acquisition was funded by Revolve through cash held on balance sheet.

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, Canada and Mexico with a portfolio of approx. 2,988MW 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 3.45MW under construction phase and 156MW 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.

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

Or

Sunita Prasad
VP, Corporate Development & Investor Relations
Phone:+1778-885-5550
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 Canada, the United States and Mexico, including the planned MW capacity of its projects; its expansion into the DG market; potential opportunities in the DG market; the completion and timing of the development of the Development Projects and its planned portfolio of DG projects; potential revenues and cashflows generated from the Operational Projects and DG division; the Company's plans to develop, construct and finance rooftop solar, battery storage and energy efficiency projects of up to 5,000MW and enter into long term power purchase agreements for the sale of electricity from the projects with the underlying customers; statements regarding the Acquisition, including the benefits and terms of the Acquisition, statements with respect to WindRiver, the Projects, proposed development plans and the impact of the Acquisition on Revolve's development portfolio and the filing of a BAR with respect to the Acquisition. Such statements and information reflect the current view of Revolve.

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. 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 retain the WindRiver team following the closing of the 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.