Revolve Renewable Power (TSXV:REVV) signs definitive agreement for the acquisition of Centrica Business Solutions Mexico

• Transitions Revolve from solely being a developer of renewable energy projects to an independent power producer with recurring revenue and cashflows.

• Aligns with and underpins the Company’s recent strategic move into the distributed generation market and provides a strong platform for growth moving forward.
• Adds a 2.8MW portfolio of operational distributed generation assets in Mexico and a further 3MW asset that is under construction and expected to go into operation by the end of 2022.
• Upfront cash consideration of MX$33,000,000 payable on completion of the transaction.
• Cash consideration to be funded through a combination of cash on hand and a new C$1.6m 2 year secured loan facility being provided by RE Royalties (TSXV:RE).

VANCOUVER, BC, May 26, 2022 – Revolve Renewable Power Corp. (TSXV: REVV) (“Revolve” or the “Company“), has signed a definitive purchase agreement (the “Purchase Agreement“) to acquire 100% of the share capital of Centrica Business Solutions Mexico S.A. de C.V. (“CBS Mexico), a Mexican incorporated company and subsidiary of Centrica PLC (LON:CLA) for MX$33,000,000 (the “Acquisition“). CBS Mexico is involved in the distributed generation market in Mexico focused on designing, installing and operating a range of different distributed generation solutions / projects located on the premises of various industrial customers.

The Acquisition once completed will immediately add a base of operating projects and recurring revenue to the Company’s newly established distributed generation division “Revolve Renewable Business Solutions” as announced on the 26th April 2022. This division was established to target distributed generation projects with customers across a range of different industries in the US and Mexico. These projects include rooftop solar, battery storage and energy efficiency projects of up to 5MW located at the customers premises. The Company’s strategy is to develop, construct and finance these projects and will enter into long term (up to 10 years) power purchase agreements for the sale of electricity from the projects with the underlying customers.

(Link to the Company’s April 26th, 2022 Press Release, which is also available under the Company’s profile on SEDAR at www.sedar.com:https://money.tmx.com/en/quote/REVV/news/617702864972 2935/Revolve_Renewable_Power_announces_establishment_of_new_division_to_focus_on_distributed_generation_market_in_the_US_and_Mexico)

Acquisition Overview

• Revolve has agreed to pay Centrica MX$33,000,000 for the purchase of 100% of the issued and outstanding share capital of CBS Mexico subject to standard working capital adjustments at completion;
• The assets of CBS Mexico being acquired include six (6) operational rooftop solar projects and one (1) operational combined heat & power project with a combined capacity of 2.85MW’s (the “Operational Projects”). The energy generated by these projects is sold under a number of fixed price power purchase agreements with industrial clients located in Central Mexico with an average remaining term of approximately 8 years. The Operational Projects were commissioned during the period 2019 to 2021.
• The Operational Projects are expected to generate revenues and EBITDA in excess of equivalent US$400,000 and US$300,000 respectively per annum, refer to currency note below.
• In addition to these projects the assets of CBS Mexico also include (i) a 3MW combined heat and power project (the “Construction Project”), which has been installed at the site of an industrial user, has completed pre commissioning and is awaiting receipt of final permits prior to commercial operations commencing and (ii) cash and inventory. Once operational the energy generated by the Construction Project will also be sold under a fixed price power purchase agreement with a term of 10 years.
• The Acquisition is being completed on a debt and liability free basis and CBS Mexico is not expected to have any employees at completion.
• The Acquisition is subject to customary closing conditions and the other conditions set out in the Purchase Agreement. Subject to satisfaction of such conditions, the Acquisition is expected to close within the next 45 days. Conditional approval has been received from the TSX Venture Exchange (the “TSXV”) as the Acquisition is considered a “reviewable acquisition” in accordance with Policy 5.3 of the TSXV. Completion of the Acquisition is subject to final approval of the TSXV.

Financing

Concurrently with signing of the Purchase Agreement the Company has also signed financing agreements with RE Royalties Ltd (TSXV:RE) for the provision of a C$1.6m secured loan to part finance the Acquisition. The financing agreements consist of a secured loan agreement and a royalty agreement between Revolve and RE Royalties.

The Secured Loan will be drawn down as part of completion of the Acquisition and will have a term of 24 months. It will be repayable at maturity, bear interest at 10% on drawn funds, with interest payable on a quarterly basis during the term. The Company will pay RE Royalties a financing fee of 1.5% of the Secured Loan amount on signing and final repayment of the loan. The Secured Loan will be secured on certain assets of the Company. 

The Company has also entered into a royalty agreement with RE Royalties under, which they will receive a variable royalty of between 1% to 5% on gross revenues generated by a number of the Operational Projects for the life of the power purchase agreements for each relevant Operational Project.

The Company and RE Royalties expect to collaborate on further distribution generation projects as the Company looks to continue to aggressive grow this part of its business.   

Steve Dalton, CEO of Revolve, said: “We are extremely excited about the opportunity presented by the Acquisition. It will fast track the Company’s strategy for the distributed generation market while moving the business from being a pure development company to an independent power producer generating electricity, revenues and cashflow. We are also looking forward to establishing a broader partnership with the RE Royalties team as we look to develop and build out a pipeline of distributed generation assets in the US and Mexico throughout the course of this year and beyond.”          

Currencies

CBS Mexico generates revenue in Mexican Pesos. For ease of reference all dollar amounts stated herein refer to US dollars. Where applicable and stated in U.S. dollars, the following rates have been utilized: USD/MEX – 0.049.

About Revolve Renewable Power

Revolve Renewable Power Corp. (www.revolve-renewablepower.com) is in the business of developing utility scale renewable energy generation projects in North America with a particular focus on wind, solar and battery storage technologies. The Company has also recently establish Revolve Renewable Business Solutions, a division dedicated to the development and operation of distribution generation and sub 20MW renewable energy projects in the US and Mexico.  

The Company was established in 2012 and since then has successfully built a diversified portfolio of projects across the different renewable energy technologies in both the US and Mexican markets. It currently has a portfolio of 3.3 gigawatts (“GW“) of projects under active development and a further 1GW of greenfield opportunities, which it is in the process of converting to its pipeline in the near term.

Revolve is in the process of rapidly expanding its pipeline and development activities in the US and is targeting an active portfolio of up to 3GWs under development by the end of 2022 in addition to a 2GW target for Mexico.

Forward Looking Information

Although Revolve believes, in light of 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 Revolve’s management’s expectation on the growth and performance of its business in the United Statesand 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 generated from CBS Mexico; 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 and/or Revolve, respectively.

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 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.

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.