Mr. Myke Clark reports

REVOLVE ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE SIX PROJECT, 14 MW OPERATING BATTERY STORAGE PORTFOLIO IN ONTARIO AND ANNOUNCES US$11 MILLION BRIDGE CREDIT FACILITY

Revolve Renewable Power Corp. has entered into definitive agreements for the acquisition of 100 per cent of the equity interests of Trillium Storage Limited Partnership and Trillium Storage GP Inc., and has entered into a bridge credit agreement providing for an $11-million (U.S.) bridge term loan facility. Through their subsidiaries, the target entities own a portfolio of six operating behind-the-meter battery energy storage system projects located at commercial and industrial host sites across Ontario. The portfolio has a total capacity of 14.2 megawatts/24.3 megawatt-hours. The seller of the target entities is arm's length to Revolve.

The company executed definitive equity purchase and related agreements, effective July 31, 2026, providing for the acquisition, which remains subject to customary closing conditions and applicable approvals. The total purchase price for the portfolio is $7.63-million (Canadian), which is being financed through the credit facility (as described below). The acquisition is expected to build on Revolve's behind the meter power solution business, which is becoming an increasingly important market for industry and digital infrastructure.

The portfolio consists of six operating BESS projects sited behind the meter at commercial and industrial host sites in Ontario. Upon closing, the acquisition will add a new contracted, cash-generating revenue stream that is expected to meaningfully increase the company's total operating revenue base alongside its existing wind, solar, hydro and storage assets.

Based on historical operating data from the portfolio, independent energy price analysis and Revolve management's assessment, the company anticipates the portfolio will generate the following revenue and earnings before interest, taxes, depreciation and amortization:

• Based on management's current projections for the portfolio, the company expects the portfolio to generate annual revenue ranging from $2,115,000 (Canadian) ($1,511,000 (U.S.)) to $2.97-million (Canadian) ($2,122,000 (U.S.)).
• Based on management's current projections for the portfolio, the company expects the portfolio to generate annual EBITDA ranging from $1,624,000 (Canadian) ($1.16-million (U.S.)) to $2,786,000 (Canadian) ($1.99-million (U.S.)).

"The Trillium acquisition is an important milestone for Revolve as we continue to build a durable, cash-generating storage platform alongside our development pipeline," said Myke Clark, chief executive officer. "Upon closing, this portfolio is expected to bring six operating, contracted storage assets onto our balance sheet, be accretive to our total revenue from day one, and diversify our operating revenue across a new set of high-quality commercial and industrial customers. The acquisition is also expected to establish our presence in Ontario, a market we view as one of the most compelling energy storage growth stories in North America. We look forward to closing the transaction and building on this platform as we continue to execute our disciplined acquisition and development strategy."

Upon closing, the acquisition is expected to add contracted, cash-generating storage capacity to Revolve's operating asset base, complementing the company's existing 13 megawatts (net) of operating wind, solar, hydro and storage assets under long-term power purchase and service agreements across Canada and Mexico. The transaction reflects Revolve's continued strategy of acquiring derisked, revenue-generating assets alongside its greenfield development pipeline, and is expected to further establish the company's presence in Ontario's expanding energy storage sector.

Upon closing of the acquisition, Stem Inc., through a designated affiliate, is expected to continue as the operator of the portfolio under the existing master service agreement, ensuring operational continuity and providing Revolve with an experienced, established operations and maintenance partner across all six sites.

Bridge credit facility

In connection with the acquisition and certain other acquisition opportunities being pursued by the company, Revolve entered into a bridge credit agreement with Whitfield Power Solutions LLC, effective July 31, 2026 (the lender), providing for a bridge term loan facility in the aggregate principal amount of $11-million (U.S.). The credit facility bears interest at a rate of 20 per cent per annum, payable in kind and capitalized monthly, and matures on the date that is nine months following the closing date of the credit facility. The company has drawn down the full amount of the credit facility. Proceeds of the credit facility are expected to be used by the company to finance the acquisition and other targeted acquisition transactions. The credit facility is subject to customary terms, conditions, covenants and events of default for a financing of this nature.

The lender is an affiliate of Callaway Capital Management LLC, a related party of the company within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) as Callaway beneficially owns, or exercises control or direction over, directly or indirectly, securities of the company carrying more than 10 per cent of the voting rights attached to the company's outstanding voting securities, assuming the conversion of convertible securities held by Callaway. Accordingly, the credit facility constitutes a related-party transaction under MI 61-101. The company is relying on an exemption from the formal valuation requirements of MI 61-101 available on the basis that the securities of the company are not listed on specified markets. The company is also relying on the exemption from minority shareholder approval requirements under MI 61-101 as the credit facility is considered a non-equity loan as described under Section 5.7(1)(f) of MI 61-101. The company did not file a material change report more than 21 days before the expected closing of the credit facility as the details of this transaction were not settled until shortly prior to closing. The closing of the credit facility will not result in any increase in the lender's or Callaway's equity position in the company.

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, hydro and battery storage projects in the Unites States, Canada and Mexico. Revolve also installs and operates sub-20-megawatt behind-the-meter distributed generation assets. Revolve's portfolio includes the following:

• Operating assets: 13 MW (net) of operating assets under long-term power purchase agreements across Canada and Mexico covering wind, solar, battery storage and hydro generation;
• Development: a diverse portfolio of utility-scale development projects across the U.S., Canada and Mexico with a combined capacity of over 3,000 MWs as well as a 140-plus-megawatt distributed generation portfolio that is under development.

Revolve has an accomplished management team with a demonstrated record of taking projects from greenfield through to ready-to-build status and concluding project sales to large operators of utility-scale renewable energy projects. To date, Revolve has developed and sold over 1,550 MW of projects.

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