Revolve Announces Closing of Third Tranche of $2.3M Non-Brokered Private Placement

VANCOUVER, BC / ACCESSWIRE / January 25, 2024 / 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 the third and final tranche (the "Third Tranche") of its non-brokered private placement offering of units (the "Offering"), resulting in total gross proceeds under of the Offering of approximately C$2,317,207 from the sale of 8,130,551 units at a price of C$0.285 per unit (the "Units"). The Company issued 1,715,542 Units yesterday for total gross of approximately C$488,929.47 under the Third Tranche (see Revolve news releases dated November 16, 2023, December 13, 2023, and December 22, 2023 for further details regarding the first two tranches of the Offering).

Each Unit is comprised of one common share of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"), with each Warrant exercisable to acquire one addition Common Share at a price of $0.45 for a period of eighteen (18) months following the closing date of the Offering, subject to the Acceleration Right (as defined below). The Warrants contain an acceleration provision, whereby if the volume weighted average trading price of the common shares of the Company on the TSX Venture Exchange (the "TSXV") is equal to or greater than $0.60 per Common Share for 15 consecutive trading days, then the expiry date of the Warrants shall automatically accelerate and the Warrants will expire on the date that is 30 days after the date that notice of such acceleration is provided to the Warrant holders (the "Acceleration Right").

In connection with the Third Tranche, the Company paid a cash commission of $7,508 to certain arms-length third parties (the "Finders") who assisted in introducing subscribers to the Offering, representing 5% of the proceeds raised from subscribers introduced to the Company by such Finders.

All securities issued and issuable pursuant to the Third Tranche are subject to a statutory hold period expiring May 25, 2024 in accordance with applicable securities laws and the policies of the TSXV. The Offering remains subject to the final approval of the TSXV.

The net proceeds raised from the Offering will be used for (i) the construction of new distributed generation projects in the United States and Mexico; (ii) continued development of the Company's utility scale project portfolio; (iii) working capital requirements and other general corporate purposes.

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. 2,838MW 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 3MW 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" (or "RTB") 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.

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 (distributed generation) assets.

For further information contact:

Steve Dalton, CEO
IR@revolve-renewablepower.com

or

Sunita Prasad
VP, Corporate Development & Investor Relations

Phone: +1 778-885-5550
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 includes, but is not limited to, statements with respect to the Offering, including TSXV's final approval of the Offering; the anticipated use of the Offering, as well as, information relating to the business plans of Revolve and Revolve's management's expectation on the growth and performance of its business in the United States and Mexico, including the planned MW capacity of its projects; its expansion into the distributed generation market; potential opportunities in the distributed generation market; the completion and timing of the development of its planned portfolio of distributed generation projects; the completion of the Transaction, including final approval of the transaction by the TSXV; potential revenues and cashflows generated from its DG division; and the Company's plans to develop, construct and finance rooftop solar, battery storage and energy efficiency projects of up to 5MW and enter into long term power purchase agreements for the sale of electricity from the projects with the underlying customers. Such statements and information reflect the current view of Revolve.

The forward-looking statements contained in this press 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 and 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; 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.

Additional information identifying risks and uncertainties is contained in filings by the Company with the Canadian securities regulators, which filings are available at www.sedarplus.ca.

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.