Revolve Announces Sale of 1,250MW of Utility Scale Solar and Storage Projects

VANCOUVER, BC, Jan. 11, 2023 /PRNewswire/ - Revolve Renewable Power Corp. (TSXV: REVV) ("Revolve" or the "Company") is pleased to announce the sale of its 250MW Parker Solar and Storage Project (the "Parker Project") and the 1,000MW Bouse Solar and Storage Project (the "Bouse Project") (together referred to as the "Projects") to ENGIE IR Holdings LLC a wholly owned subsidiary ENGIE S.A. ("ENGIE"), a global leader in the energy sector. The sale of the Projects was completed pursuant to a share purchase agreement dated January 10, 2023. ENGIE is listed on the Paris and Brussels stock exchanges (ticker: ENGI) and has extensive renewable energy operations across the US, Mexico and Canada.  

The total consideration payable by ENGIE is within the range of guidance previously provided by the Company for the sale of utility scale development assets. It includes an upfront payment of US$2,000,000 (inclusive of the reimbursement of development costs), which has been paid on completion of the transaction.

The remaining consideration is linked to each of the Projects successfully completing the following development milestones:

• completion of further interconnection studies;
• Issuance by ENGIE of a Notice To Proceed (an "NTP") construction works to the applicable EPC contractor; and
• on the Commissioning Date (the "COD"), with such date being the date that a project has been synchronized to the grid and is capable of delivering all of its installed capacity to the grid. 

The first of these milestones is expected to be achieved in 2023 when further interconnection studies are issued.

On completion of the transaction ENGIE acquired 100% of the shares in Revolve Renewable AZ LLC and Revolve Parker Solar LLC on a cash and debt free basis.

ENGIE will be responsible for the further development of the Projects including all future development costs and other financial liabilities.

As part of the transaction the parties have entered into a put option agreement (the "Put Option") allowing ENGIE to sell the Projects back to the Company for a limited period following receipt of the results of the next interconnection studies due for each project. Should ENGIE exercise this put option, the Company will repurchase the respective project, while also refunding ENGIE and development expenses incurred or reimbursed.

Steve Dalton, CEO of Revolve commented: "We are delighted to announce the sale of our Bouse and Parker solar & storage projects to ENGIE. This is a significant transaction for the Company and marks the sale of our first utility scale projects from our US development portfolio. It successfully demonstrates our development approach as well as our strategy in working with experienced utility partners to deliver significant returns for our shareholders. The transaction will also provide the Company with additional resources to advance its remaining development portfolio, while also evaluating opportunities to add further greenfield project opportunities to its active development portfolio in the near term.

We look forward to continuing to supporting the team at ENGIE in developing the projects to a construction ready stage."

Agentis Capital acted as exclusive financial adviser to the Company on the Transaction, while Baker Botts acted as the Company's U.S. legal counsel and Miller Thomson LLP acted as the Company's Canadian legal counsel.

The Bouse Project is a 1,000MW solar and battery storage project, located on approximately 6,155 acres of land wholly managed by the BLM in La Paz County 27 miles east of Quartzsite, Arizona. The entire project site is located in a solar variance area as identified in BLM's Solar PEIS and Record of Decision (ROD) (BLM/DOE 2012, BLM 2012a). The Bouse Project has the capacity to provide electricity to an equivalent of approximately 1.2 million homes. The Company commenced the greenfield development of the Bouse Project in early 2021.

The Parker Project is a 250MW solar and storage project, located on approximately 1,530 acres of land wholly managed by the Bureau of Land Management (the "BLM") in La Paz County, Arizona. The Project is near existing transmission infrastructure and easily accessed through existing state road network. It has the capacity to provide electricity to an equivalent of approximately 300,000 homes. The Company commenced the greenfield development of the Parker Project in mid 2021.

ENGIE IR Holdings LLC, is a wholly owned subsidiary of ENGIE North America Inc., and serves as the holding company for all ENGIE's North American solar development pipeline, which includes projects both in construction and pre-construction prior to a project's respective tax equity close.

In 2020, ENGIE family of companies had an annual revenue more than US$68.2 billion and EBITDA of US$11.3 billion. ENGIE S.A., the parent company, is listed on the Paris and Brussels Stock Exchanges (ticker: ENGI) and represented in the main financial indices.

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 US and Mexico with a portfolio of  approx. 2450MW 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 2.85MW with an additional 6.2MW under construction phase.

Revolve has an accomplished management team with a demonstrated track record of taking projects from "greenfield" through to "ready to build" (or "RTB") status and successfully concluding project sales to large operators of utility-scale renewable energy projects. To-date, Revolve has developed and sold over 300MW of projects.

Going forward, Revolve is targeting 5,000MW of utility-scale projects under development in the US and Mexico, and in parallel is rapidly growing its portfolio of revenue-generating DG (distributed generation) assets.

Although Revolve believes, considering the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because Revolve can give no assurance that they will prove to be correct. When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release include information relating to the business plans of Revolve and Revolve's management's expectation on the growth and performance of its business in the United States and Mexico, including the planned MW capacity of its projects; its expansion into the distributed generation market; potential opportunities in the distributed generation market; the completion and timing of the development of its planned portfolio of distributed generation projects; potential revenues and cashflows generated from its DG division; the Company's plans to develop, construct and finance rooftop solar, battery storage and energy efficiency projects of up to 5MW  and enter into long term power purchase agreements for the sale of electricity from the projects with the underlying customers; Revolve's long-term funding plans and plans to establish a new renewable energy development platform; completion of interconnection studies on each of the Projects; receipt of an NTP on each of the Projects; completion of the COD for each of the Projects; payment of deferred consideration by ENGIE upon the occurance of each of the forgoing development milestones for the Projects; exercise of the Put Option by ENGIE; the MW of the Bouse Project and its capacity to provide electricity to an equivalent of approximately 1.2 million homes; and the MW capacity of the Parker Project and its capacity to provide electricity to an equivalent of approximately 300,000 homes. Such statements and information reflect the current view of Revolve.

The forward-looking statements contained in this news release are based on current expectations, estimates, projections and assumptions, having regard to the Company's experience and its perception of historical trends, and includes, but is not limited to, expectations, estimates, projections and assumptions relating to the extent of regulations pertaining to the Company's projects, the receipt of regulatory approvals and Revolve's ability to continue as going concern. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information, including but not limited to: the effects of weather, catastrophes and public health crises, including COVID-19; labour availability; disruptions to the Company's supply chains; changes to regulatory environment, including interpretation of production tax credits; armed hostilities and geopolitical conflicts; failure to obtain necessary regulatory approvals in a timely fashion, or at all; 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. Such statements and information reflect the current view of Revolve. 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 Revolve 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. Revolve 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.

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SOURCE Revolve Renewable Power Corp