Revolve Announces Closing of First Tranche of Non-Brokered Private Placement

VANCOUVER, BC / ACCESSWIRE / November 16, 2023 / Revolve Renewable Power Corp. (TSXV:REVV)(OTCQB:REVVF) ("Revolve" or the "Company") an owner, operator and developer of renewable energy projects is pleased to announce that it has completed the first tranche of a non-brokered private placement (the "Offering") of 5,267,062 units (the "Units") at a price of $0.285 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 is comprised of one common share of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"), with each Warrant exercisable to acquire one addition Common Share at a price of $0.45 for a period of eighteen (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 (the "TSXV") is equal to or greater than $0.60 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 Warrant holders (the "Acceleration Right").

In connection with the first tranche of the Offering, the Company paid a cash commission of $22,388 to certain arms-length third parties (the "Finders") who assisted in introducing subscribers to the Offering, representing 5% of the proceeds raised from subscribers introduced to the Company by such Finders. The Company anticipates paying finders' fee 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 TSXV. The Offering remains subject to the final approval of the TSXV.

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; (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 ("MI 61-101"). 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 $2,500,000, 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.