The Fort Worth Press - Revolve Signs Agreement to Acquire 9.6 MW Operating Wind Project in the US and Secures Project-Level Debt Financing with EDC and Vancity

The Company expects to fund the Acquisition through a combination of project-level debt financing provided by Export Development Canada ("EDC") and Vancity Capital Corporation ("Vancity"), together with proceeds from its previously announced bridge credit facility with Whitfield Power Solutions, LLC ("Whitfield").

Upon closing of the Acquisition, Horseshoe Bend will become Revolve's first operating power generation project in the United States and is expected to add contracted, cash-generating capacity to the Company's existing operating fleet in Canada and Mexico. Horseshoe Bend is expected to add 9.6 MW to Revolve's operating base. The vendor is at arm's length to the Company. No finder's fees, commissions or similar payments were paid in connection with the Acquisition.

"This is a major milestone for Revolve as, upon closing of the Acquisition, Horseshoe Bend will become our first operating project in the United States and will add to our portfolio of operating renewable energy assets," said Myke Clark, CEO. "The project has an established operating history and is expected to bring immediate, contracted revenue from day one following closing. We're proud to have EDC and Vancity as financing partners on this transaction, and the Acquisition provides meaningful momentum as we continue to execute on our growth strategy across North America."

"EDC is proud to support Revolve's acquisition of the Horseshoe Bend Wind Project as the company expands its renewable energy platform and grows its presence across North America," says Guillermo Freire, Senior Vice-President, Mid-Market Group, EDC. "This financing reflects EDC's commitment to supporting the energy transition and helping Canadian companies seize opportunities beyond Canada's borders."

"We are pleased to continue our partnership with Revolve through the financing of Horseshoe Bend. This transaction builds on our previous work together and reflects our confidence in Revolve's ability to develop and operate high-quality renewable energy assets," said Kalen Stewart, Managing Director, Vancity Capital Corporation.

The Horseshoe Bend project sells electricity through a long-term power purchase agreement, and the current operations and maintenance provider will remain in place. Upon closing, Horseshoe Bend is expected to provide an established base of contracted revenue that complements the Company's existing wind, solar, hydro and storage assets under long-term power purchase and services agreements across Canada and Mexico. The transaction reflects Revolve's continued strategy of acquiring de-risked, revenue-generating assets alongside its greenfield development pipeline and, upon closing, will establish the Company's first operating presence in the U.S. power market.

Project Finance Facility

In connection with the Acquisition, Revolve has entered into project-level loan agreements with EDC and Vancity providing for aggregate debt financing of US$7,250,000, consisting of a US$3,625,000 term loan from each lender (the "Loans"). Funding under the Loans is expected to occur upon closing of the Acquisition.

The Loans have a term of 10 years, including an interest-only period for the first 12 months, and bear an all-in interest rate currently estimated at approximately 10%, based on USD Prime plus an applicable margin. There is no penalty for early repayment of the Loans.

Revolve expects to fund the remaining consideration for the Acquisition using cash on hand, including proceeds from its previously announced bridge credit facility with Whitfield.

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:

• 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.

Future-Oriented Financial Information

The Company's financial projections are inherently speculative and may prove to be inaccurate. Any financial projections provided in this press release have been prepared in good faith based upon estimates and assumptions that management considers reasonable as of the date hereof. However, projections are no more than estimates of possible future events and should not be relied upon to predict actual results.

Such FOFI is based on assumptions regarding the completion of the Acquisition, the Project's continued operating performance, future wind resource availability, energy production levels, electricity pricing, operating and maintenance costs, the continued availability of required permits and approvals, the performance of counterparties under contractual arrangements, and general market and economic conditions.

There is a risk that one or more of the assumptions underlying this future-oriented financial information may not be realized. Risks include, without limitation, the Acquisition not being completed on the terms or timeline anticipated, or at all, adverse weather conditions, lower-than-expected energy production, changes in electricity prices, operational performance risks, equipment failure or maintenance issues, increases in operating costs, counterparty risks, changes in applicable laws or regulations, supply chain disruptions, and general market and economic conditions. If any of these risks materialize, actual revenue and EBITDA may differ materially from the estimates disclosed in this press release.

The financial projections contained herein are based on a number of estimates and assumptions and have not been examined, reviewed, or compiled by independent accountants or other third-party experts. Accordingly, there can be no assurance that actual results will be consistent with these projections. Variations from projected results may be material and adverse. This future-oriented financial information is provided for illustrative purposes only and may not be indicative of the Company's actual consolidated financial position or results of operations.

Non-GAAP Financial Measures

This press release refers to EBITDA, which is a non-GAAP financial measure and does not have a standardized meaning under IFRS Accounting Standards. Accordingly, EBITDA may not be comparable to similarly titled measures used by other companies. The presentation of EBITDA in this press release is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with IFRS Accounting Standards.

EBITDA is calculated as net income before interest, taxes, depreciation and amortization. Management believes that EBITDA provides useful supplemental information regarding the expected operating performance of the Horseshoe Bend Wind Project by excluding certain expenses that may not be indicative of the Project's core operating performance. Management uses EBITDA to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital.

The EBITDA projections in this press release are forward-looking non-GAAP financial measures. The Company does not provide a reconciliation of forward-looking EBITDA to the most directly comparable IFRS financial measure because the Company is unable to do so without unreasonable effort due to the inherent difficulty in forecasting the timing and amounts of items that have not yet occurred, are outside of the Company's control or cannot be reasonably predicted, including interest expense, taxes, depreciation and amortization. As a result, actual EBITDA may differ materially from the amounts disclosed in this press release, and such differences may be material.

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 completion and timing of the Acquisition; the anticipated benefits of the Acquisition, including the addition of operating capacity, recurring revenue and cash-generating assets to the Company's portfolio; the expected operating performance of the Horseshoe Bend Wind Project; projected revenue and EBITDA generated by the Project; the Company's ability to service and comply with the terms of the Loans; the continued operation of the Project by its existing operations and maintenance provider; opportunities for additional growth in the United States market; and the Company's business objectives, acquisition strategy, development pipeline and broader growth initiatives.

This forward-looking information and other forward-looking information are based on management's current expectations, estimates, projections and assumptions, including assumptions regarding completion of the Acquisition, the continued operation and performance of the Project, future wind resources and electricity pricing, the performance of contractual counterparties, the availability of financing and liquidity, regulatory stability, and general economic and market conditions.

Risks and uncertainties that could cause actual results to differ materially from those expressed or implied by forward-looking statements include, without limitation: the risk that the Acquisition is not completed on the terms or timeline anticipated, or at all; risks relating to the Company's ability to operate the Project and realize the anticipated benefits of the Acquisition; operational performance, permitting, interconnection, equipment failure, maintenance, cost inflation and weather-related risks; risks relating to financing and compliance with obligations under the Loans; risks relating to counterparties and contractual arrangements; risks relating to acquisitions generally; changes in electricity prices; and general market, economic, interest rate, foreign exchange and industry conditions. Additional risks and uncertainties are described in the Company's continuous disclosure filings available on SEDAR+ at www.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 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.

"The Canadian Securities Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the contents of this press release."

SOURCE: Revolve Renewable Power Corp.

View the original press release on ACCESS Newswire

S.Weaver--TFWP