Mr. Steve Dalton reports

REVOLVE COMPLETES ACQUISITION OF WINDRIVER POWER CORPORATION, A CANADIAN RENEWABLE ENERGY OPERATOR AND DEVELOPER

Further to its news releases dated Oct. 4, 2023, and Nov. 7, 2023, Revolve Renewable Power Corp. completed the acquisition of WindRiver Power Corp., a Canadian-based owner, operator and developer of wind and hydro projects in the provinces of British Columbia and Alberta, on Feb. 12, 2024. Following completion of the acquisition, WindRiver has become an indirect wholly owned subsidiary of the company.

Steve Dalton, CEO of Revolve commented: "We are delighted to close the acquisition of WindRiver and would like to take the opportunity to thank the WindRiver team, shareholders and advisers for their work on the transaction over the last number of months. We look forward to building on the success of WindRiver and to continuing to expand our presence in the Canadian market."

Project DetailsThe portfolio of projects (the "Projects") acquired as part of the Acquisition includes a combination of Operating Projects (collectively the "Operational Projects") and Development Projects (collectively the "Development Projects").

The table below provides an overview of the revenue generated by the Operational Projects for the six months ended June 30, 2023. The net revenues presented below attributable to WindRiver are not consolidated on the balance sheet of WindRiver and are shown for informational purposes only. The reported unconsolidated revenue of WindRiver for the corresponding 6 month period was C$331,361.

Development Projects

There are two hydro Development Projects that has been progressing through the development cycle for several years. These projects are:

• 15MW Tahimi Creek Hydro Project, located in the Chilliwack River Valley near Chilliwack, British Columbia. Revolve and the Purchaser are now the developer of the project and a 70% shareholder.
• 75MW Kinskuch Lake Hydro Project, located north of Terrace, British Columbia. The project has the potential to develop significant storage capacity, beyond "run-of-river", at Kinskuch Lake. Revolve and the Purchaser are now the developer of the project and an 87.5% shareholder.

The Development Projects are at varying stages of development with target ready to build dates in 2025-2026 subject to future power contracting opportunities with B.C. Hydro.

Following completion of the Acquisition the Company now has a total portfolio of approximately:

• Operating Assets: 12.33MW (net) of operating assets under long term power purchase agreements across Canada and Mexico and covering wind, solar, battery storage and hydro generation;
• Under Construction: a 3MW CHP project and a 450kWp rooftop solar project that are both under construction and expected to be operational later this year;
• Development: a diverse portfolio of development projects across the US, Canada and Mexico with a combined capacity of over 3,000MWs.

The Acquisition

Upon completion of the Acquisition, Revolve acquired all the outstanding common shares of WindRiver (the "WindRiver Shares") in exchange for C$0.21787175502 for each WindRiver Share. This was paid in cash for a total gross upfront consideration of approximately C$4,850,000.

Revolve may also pay up to C$14,000,000 in contingent consideration to the former WindRiver shareholders depending on whether WindRiver's Tamihi Creek and Kinskuch Lake hydro projects achieve certain milestones, including, the signing of power purchase agreements, the commencement of construction, and commercial operations, or are sold to a third party by the Purchaser. In addition, the Company has agreed to reimburse certain historic development costs related to these projects, to be reimbursed once construction has commenced on the respective project.

Revolve has also agreed to pass through contingent payments of up to C$5,700,000 expected to be received by WindRiver from development assets previously sold to third parties by WindRiver.

The Acquisition did not constitute a Non-Arm's Length Transaction in accordance with the policies of the TSXV. The Acquisition constituted a "significant acquisition" pursuant to National Instrument 51-102 - Continuous Disclosure Obligations and the Company intends to file a business acquisition report (the "BAR") with respect to the Acquisition in accordance with applicable securities laws.

Acquisition Financing

The acquisition was financed using a secured loan (the "Secured Loan") from RE Royalties Ltd. (TSXV:RE) ("RE Royalties") of C$3,968,800 as announced in the news release dated, October 4. The remaining cash required for the acquisition was funded by Revolve through cash held on balance sheet.

About RevolveRevolve 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. 2,988MW 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 3.45MW 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" 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.

Going forward, 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 assets.

We seek Safe Harbor.