Mr. Myke Clark reports

REVOLVE ANNOUNCES CLOSING OF PRIVATE PLACEMENT FOR GROSS PROCEEDS OF $3 MILLION

Revolve Renewable Power Corp. has closed its previously announced brokered private placement of units 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 Ltd. Pursuant to the offering, the company issued 15,999,857 units of the company at a price of 19 cents per unit. Each unit consists of one common share in the capital of the company and one common share purchase warrant. Each warrant entitles the holder thereof to purchase one common share at a price of 40 cents 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 chief executive officer 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.

In consideration for services provided in connection with the offering, the company paid the agent a cash commission equal to 7.0 per cent of the gross proceeds and issued to the agent such number of compensation options as is equal to 7.0 per cent 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 per cent 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. 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 per cent 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 per cent 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 per cent of the issued and outstanding common shares on a non-diluted basis and approximately 0.20 per cent 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 per cent 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 per cent of the issued and outstanding common shares on a non-diluted basis, and approximately 11.28 per cent 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 per cent of the issued and outstanding common shares on a non-diluted basis and approximately 9.37 per cent 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+ and may also be obtained by contacting the company at 403 629-0262 (Suite 1060, 320 Granville St., Vancouver, B.C., 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 per cent of the issued and outstanding common shares on a non-diluted basis, and approximately 0.53 per cent 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 per cent of the issued and outstanding common shares on a non-diluted basis, and approximately 12.33 per cent 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 per cent of the issued and outstanding common shares on a non-diluted basis, and approximately 10.58 per cent 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+ and may also be obtained by contacting the company at 403 629-0262 (Suite 1060, 320 Granville St., Vancouver, B.C., V6C 1S9, Canada) or at accounting@revolve-renewablepower.com.

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 (MW) behind the metre distributed generation (DG) assets. Revolve's portfolio includes the following:

• Operating assets: 12 megawatts (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 megawatts, as well as a 140-plus-megawatt 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 megawatts of projects.

Going forward, Revolve is targeting 5,000 megawatts 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.