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Revolve Renewable Power Corp.
Symbol REVV
Shares Issued 67,836,116
Close 2025-11-06 C$ 0.185
Market Cap C$ 12,549,681
Recent Sedar Documents

ORIGINAL: Revolve Announces Closing of Private Placement for Gross Proceeds of $3 Million

2025-11-07 10:32 ET - News Release

Vancouver, British Columbia--(Newsfile Corp. - November 7, 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 the closing of its previously announced brokered private placement of units (the "Offering") for aggregate gross proceeds of $3,039,973. The Offering was conducted on a "best efforts" agency basis pursuant to the terms of an agency agreement entered between the Company and Beacon Securities Limited (the "Agent"). Pursuant to the Offering, the Company issued 15,999,857 units of the Company (each, a "Unit"), at a price of $0.19 per Unit (the "Issue Price"). Each Unit consists of one common share in the capital of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share (a "Warrant Share") at a price of $0.40 per Warrant Share for a period of 24 months from the closing of the Offering.

"We are very pleased with the strong interest in our private placement, which was fully supported by a number of key institutional investors, family offices and insiders," said CEO Myke Clark. "This funding round strengthens our balance sheet and positions Revolve well to advance the progress of our late-stage renewable energy projects. I would like to thank current and new shareholders for their confidence in our strategy, as the Revolve team is focused on delivering shareholder value based on our strong portfolio of operating and development stage assets. I would also like to thank Beacon Securities for their support and we look forward to working with them in the future."

The Units were offered for sale by way of private placement pursuant to applicable exemptions from the prospectus requirements under Canadian securities laws. The Units may also be offered in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended, and in those other jurisdictions outside of Canada and the United States, provided it is understood that no prospectus filing or comparable obligation of the Company arises in such other jurisdiction.

The net proceeds of the Offering are expected to be used for the advancement of late stage projects in the Company's portfolio and for working capital purposes.

The securities issued pursuant to the Offering are subject to a four month restricted period ending on March 8, 2025, in accordance with Canadian securities laws. The closing of the Offering is subject to the final approval of the TSX Venture Exchange ("TSXV").

In consideration for services provided in connection with the Offering, the Company paid the Agent a cash commission (the "Cash Commission") equal to 7.0% of the gross proceeds and issued to the Agent such number of compensation options (the "Compensation Options") as is equal to 7.0% of the number of Units sold under the Offering which are exercisable into Common Shares at the Issue Price for a period of 24 months following the closing date of the Offering. The Cash Commission and the Compensation Options were reduced to 3.5% in respect of all sales to subscribers on the president's list.

Certain Company insiders participated in the Offering. The participation by insiders in the Offering constitutes a "related party transaction" for purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Company is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on Section 5.5(a) of MI 61-101 as the fair market value of the transactions, insofar as it involves interested parties, is not more than 25% of the Company's market capitalization. Additionally, the Company is exempt from the minority shareholder approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(1)(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than 25% of the Company's market capitalization. The Company did not file a material change report in respect of the related party transactions at least 21 days before the closing of the Offering, which the Company deems reasonable in the circumstances as the details of the participation by insiders of the Company were not settled until shortly prior to closing the Offering and the Company wished to complete the Offering in an expeditious manner for sound business reasons.

Early Warning Disclosure

Roger Norwich, a director of the Company, acquired a total of 100,000 Units under the Offering, representing approximately 0.10% of the issued and outstanding Common Shares on a non-diluted basis and approximately 0.20% on a partially diluted basis assuming exercise of the underlying Warrants. As a result of the Offering, Mr. Norwich's ownership has decreased to less than 10% of the issued and outstanding Common Shares on an undiluted and partially diluted basis. Prior to the Offering, Mr. Norwich held, or had control or direction over 7,259,280 Common Shares and 445,763 convertible securities to acquire Common Shares, representing approximately 10.70% of the issued and outstanding Common Shares on a non-diluted basis and approximately 11.28% on a partially diluted basis assuming exercise of such convertible securities. Following the Offering, Mr. Norwich holds, or has control or direction over, 7,359,280 Common Shares and 7,905,043 securities to acquire Common Shares, representing approximately 8.78% of the issued and outstanding Common Shares on a non-diluted basis and approximately 9.37% on a partially diluted basis assuming exercise of such convertible securities. Mr. Norwich indirectly and/or directly holds such securities for investment purposes and may or may not purchase or sell securities of the Company in the future, depending on market conditions, reformulation of plans and/or other relevant factors. A copy of Mr. Norwich's early warning report will appear on the Company's profile on SEDAR+ at www.sedarplus.ca and may also be obtained by contacting the Company at 403 629-0262 (Suite 1060, 320 Granville Street, Vancouver, British Columbia, V6C 1S9, Canada) or at accounting@revolve-renewablepower.com.

Joseph O'Farrell, a director of the Company, acquired a total of 263,157 Units under the Offering, representing approximately 0.26% of the issued and outstanding Common Shares on a non-diluted basis and approximately 0.53% on a partially diluted basis assuming exercise of the underlying Warrants. Prior to the Offering, Mr. O'Farrell held, or had control or direction over 7,927,657 Common Shares and 495,764 convertible securities to acquire Common Shares, representing approximately 11.69% of the issued and outstanding Common Shares on a non-diluted basis and approximately 12.33% on a partially diluted basis assuming exercise of such convertible securities. Following the Offering, Mr. O'Farrell holds, or has control or direction over, 8,190,814 Common Shares and 758,921 securities to acquire Common Shares, representing approximately 9.77% of the issued and outstanding Common Shares on a non-diluted basis and approximately 10.58% on a partially diluted basis assuming exercise of such convertible securities. Mr. O'Farrell indirectly and/or directly holds such securities for investment purposes and may or may not purchase or sell securities of the Company in the future, depending on market conditions, reformulation of plans and/or other relevant factors. A copy of Mr. O'Farrell's early warning report will appear on the Company's profile on SEDAR+ at www.sedarplus.ca and may also be obtained by contacting the Company at 403 629-0262 (Suite 1060, 320 Granville Street, Vancouver, British Columbia, V6C 1S9, Canada) or at accounting@revolve-renewablepower.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the "1933 Act") or under any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, as amended, and applicable state securities laws.

For further information contact:

Myke Clark, CEO
IR@revolve-renewablepower.com
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 20 megawatt ("MW") "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 3,000MWs 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, including its objective of developing 5,000MW of utility-scale projects in the US, Canada and Mexico; statements with respect to the Offering, including the receipt of the final approval from the TSXV and the use of proceeds raised under the Offering.

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 under the Company's profile 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."

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/273606

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