Mr. Steve Dalton reports
REVOLVE ANNOUNCES CLOSING OF FIRST TRANCHE OF NON-BROKERED PRIVATE PLACEMENT
Revolve Renewable Power Corp. has completed the first tranche of a non-brokered private placement of 5,267,062 units at a price of 28.5 cents per unit, for total gross proceeds of approximately $1,501,112. Management, employees and insiders invested a total of $226,740 in the offering.
Each unit comprises one common share of the company and one common share purchase warrant, with each warrant exercisable to acquire one addition common share at a price of 45 cents for a period of 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 is equal to or greater than 60 cents 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 warrantholders.
In connection with the first tranche of the offering, the company paid a cash commission of $22,388 to certain arm's-length third parties that assisted in introducing subscribers to the offering, representing 5 per cent of the proceeds raised from subscribers introduced to the company by such finders. The company anticipates paying finders' fees to eligible third parties in connection with the completion of the second tranche of the offering.
All securities issued and issuable pursuant to the offering are subject to a statutory hold period expiring March 17, 2024, in accordance with applicable securities laws and the policies of the TSX Venture Exchange. The offering remains subject to the final approval of the TSX-V.
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; and (iii) working capital requirements and other general corporate purposes.
Insiders of the company subscribed for a total of 605,263 units under the offering, which constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company relied on exemptions from the formal valuation and minority approval requirements in sections 5.5(b) and 5.7(1)(b) of MI 61-101 on the basis that the company is not listed on a specified market and the fair market value of the offering, insofar as it involves related parties, does not exceed $2.5-million, as determined in accordance with MI 61-101. The company did not file a material change report more than 21 days before the expected closing date of the offering as the details of the offering and the participation therein by each related party of the company were not settled until shortly prior to the closing of the offering.
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 and battery storage projects in the United States, Canada and Mexico, with a portfolio of approximately 2,838 megawatts under development. The company has a second division, Revolve Renewable Business Solutions, which installs and operates sub-20-megawatt behind-the-meter distributed generation (DG) assets. Revolve Renewable Business Solutions currently has an operating portfolio of six megawatts, with an additional three megawatts under construction phase and 156 megawatts under development.
Revolve has an accomplished management team with a demonstrated record of taking projects from greenfield through to ready-to-build (RTB) status and successfully concluding project sales to large operators of utility-scale renewable energy projects. To date, Revolve has developed and sold over 1,550 megawatts of projects.
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.
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