Mr. Myke Clark reports

REVOLVE SIGNS AGREEMENT TO ACQUIRE 9.6 MW OPERATING WIND PROJECT IN THE UNITED STATES

Revolve Renewable Power Corp. has signed a binding offer for the proposed acquisition of a 9.6-megawatt (MW) operating wind energy project in the United States. Subject to certain conditions, the binding offer provides for the acquisition of a 95-per-cent interest in the project for total consideration of $10.5-million (U.S.) on a cash- and debt-free basis. 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 $2.2-million (U.S.) in revenue and $885,000 (U.S.) in EBITDA (earnings before interest, taxes, depreciation and amortization) during the first year of ownership. In support of the proposed acquisition, Revolve has also signed a term sheet with RE Royalties Ltd. for the provision of a secured loan of up to $8-million (U.S.), representing approximately 80 per cent 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 chief executive officer 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 U.S. 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:  9.6 MW 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 per cent of the outstanding shares of the project in exchange for $10.5-million (U.S.) in cash. The remaining 5 per cent 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. for the provision of a secured loan of up to $8-million (U.S.) or approximately 80 per cent of the total upfront consideration to part finance the proposed acquisition. 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 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 TSX-V.

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 per cent 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 per cent on gross revenues generated by the project.

About Revolve Renewable Power Corp.

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 United States, Canada and Mexico. Revolve also installs and operates sub 20-megawatt "behind the metre" 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 U.S., Canada and Mexico with a combined capacity of over 3,000 MW as well as a 140-plus MW distributed generation portfolio that is under development.

Revolve has an accomplished management team with a demonstrated 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 1,550 MW of projects.

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

We seek Safe Harbor.