Revolve Meadows Solar GP Inc. (the "Purchaser"), a wholly-owned Alberta subsidiary of Revolve, and the Project developer have entered into an asset transfer agreement dated September 14, 2024 (the "ATA"). Under the ATA, the assets related to the Project will transfer to the Purchaser on completion of the transaction, which is expected to occur on or before November 15, 2024.
Under the terms of the ATA, the Company will pay an upfront consideration of C$100,000, which includes the reimbursement of certain development costs incurred in the development of the Project to date. The Company has also agreed to pay further consideration and reimbursement of historical development costs of up to C$790,000, subject to the final installed capacity of the Project and linked to the successful completion of various milestones including the commencement of construction and the commercial operation date of the Project.
The transaction will be financed through existing cash resources held by the Company.
Steve Dalton, CEO of Revolve, commented: "We are delighted to continue to expand our presence in the Canadian market through the proposed acquisition. The transaction is consistent with our M&A strategy of targeting projects under 30MW in the US and Canada, where we continue to see excellent opportunities to acquire, develop, build and operate quality assets with attractive returns. In addition to the Vernal BESS and Primus Wind projects, Revolve is now expecting to have 100MW of utility scale assets ready to build over the next 18 months. The project will also add to our Canadian development portfolio and our operational, Alberta-based 6MW Box Springs Wind Project and BC-based interest in two "run of river" power projects."
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. 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's portfolio includes the following:
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Operating Assets: 11MW (net) of operating assets under long term power purchase agreements across Canada and Mexico covering wind, solar, battery storage and hydro generation;
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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; and
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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.
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.
For further information contact:
Steve Dalton, CEO
IR@revolve-renewablepower.com
Or
Sunita Prasad
VP, Corporate Development & Investor Relations
Phone:1-778-885-5550
IR@revolve-renewablepower.com
Non-IFRS Measures
This press release makes reference to certain non-IFRS measures including Earnings before Interest, Taxes, Depreciation and Amortization ("EBITDA"). Non-IFRS measures and industry metrics do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. These measures are provided as additional information to complement IFRS measures by providing further understanding of our results of operations from management's perspective. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. The term EBITDA consists of net loss or gain and excludes interest, taxes, depreciation and amortization. The most directly comparable measure to EBITDA calculated in accordance with IFRS is net gain or net loss. The term EBITDA margin consists of the percentage of net loss or gain and excludes interest, taxes, depreciation and amortization. These measures, have limitations, and are provided in addition to, and not as an alternative for, and should be read in conjunction with, the information contained in our financial statements prepared in accordance with GAAP (including the notes), included in our filings on SEDAR+ at sedarplus.ca and posted on our website.
Financial Projections
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 the estimates and assumptions considered reasonable by management. However, projections are no more than estimates of possible events and should not be relied upon to predict the results that the Company may attain. Future-oriented financial information in this press release includes statements with respect to forecasted revenues and EBITDA that are expected to be generated by the Project. There is a risk that the assumptions related to these revenue and EBITDA forecasts may not be met and that the Project will not meet the conditions to start construction. The projections are based upon a number of estimates and assumptions and have not been examined, reviewed or compiled by independent accountants or other third-party experts, including assumptions with respect to the anticipated expenses and future revenues from the Project. These assumptions may vary from the actual results. Accordingly, there is no assurance that future events will correspond to management's assumptions for the Project. Any variations of actual results from projections related to the Project may be material and adverse. Future-oriented financial information and financial outlooks, as with forward-looking information generally, are, without limitation, based on the reasonable assumptions of the Company and management as at the date hereof. Our actual financial position and results of operations and the Project may differ materially from management's current expectations and, as a result, our revenue, profitability, EBITDA may differ materially from any revenue, and profitability profiles provided in this press release. Such information is presented for illustrative purposes only and may not be an indication of our actual financial position or results of operations.
Revolve does not provide reconciliations for forward-looking non-GAAP financial measures as Revolve is unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing or amount of various events that have not yet occurred, are out of Revolve's control and/or cannot be reasonably predicted, and that would impact the most directly comparable forward-looking GAAP financial measure. For these same reasons, Revolve is unable to address the probable significance of the unavailable information. Forward-looking non-GAAP financial measures may vary materially from the corresponding GAAP financial measures.
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 proposed acquisition of the Project. This forward-looking information and other forward-looking information are based on our opinions, estimates and assumptions in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we currently believe are appropriate and reasonable in the circumstances. Despite a careful process to prepare and review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Material factors underlying forward-looking information and management's expectations include: the receipt of applicable regulatory approvals; the absence of material adverse regulatory decisions being received and the expectation of regulatory stability; the absence of any material equipment breakdown or failure; availability of financing on commercially reasonable terms and the stability of credit ratings of the Company and its subsidiaries; the absence of unexpected material liabilities or uninsured losses; the continued availability of commodity supplies and stability of commodity prices; the absence of interest rate increases or significant currency exchange rate fluctuations; the absence of significant operational, financial or supply chain disruptions or liability, including relating to import controls and tariffs; the continued ability to maintain systems and facilities to ensure their continued performance; the absence of a severe and prolonged downturn in general economic, credit, social or market conditions; the successful and timely development and construction of new projects; the absence of capital project or financing cost overruns; sufficient liquidity and capital resources; the continuation of long term weather patterns and trends; the absence of significant counterparty defaults; the continued competitiveness of electricity pricing when compared with alternative sources of energy; the realization of the anticipated benefits of the Company's acquisitions and joint ventures; the absence of a change in applicable laws, political conditions, public policies and directions by governments, materially negatively affecting the Company; the ability to obtain and maintain licenses and permits; maintenance of adequate insurance coverage; the absence of material fluctuations in market energy prices; the absence of material disputes with taxation authorities or changes to applicable tax laws; continued maintenance of information technology infrastructure and the absence of a material breach of cybersecurity; the successful implementation of new information technology systems and infrastructure; favourable relations with external stakeholders; our ability to retain key personnel; our ability to maintain and expand distribution capabilities; and our ability to continue investing in infrastructure to support our growth.
Such uncertainties and risks may include, among others, market conditions, delays in obtaining or failure to obtain required regulatory approvals in a timely fashion, or at all; the availability of financing, fluctuating prices, the possibility of project cost overruns, mechanical failure, unavailability of parts and supplies, labour disturbances, interruption in transportation or utilities, adverse weather conditions, and unanticipated costs and expenses, variations in the cost of energy or materials or supplies or environmental impacts on operations, disruptions to the Company's supply chains; changes to regulatory environment, including interpretation of production tax credits; armed hostilities and geopolitical conflicts; risks related to the development and potential development of the Company's projects; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; the availability of tax incentives in connection with the development of renewable energy projects and the sale of electrical energy; as well as those factors discussed in the sections relating to risk factors discussed in the Company's continuous disclosure filings on SEDAR+ at 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 as a result 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 our 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 particular time except as required in accordance with applicable laws.
Neither TSX Venture Exchange nor its Regulation Services Provider (as defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE: Revolve Renewable Power Corp.
View the original press release on accesswire.com
