ReVolve Renewable Power Corp. (TSXV:REVV) agreed to acquire WindRiver Power Corporation for CAD 18.9 million on October 3, 2023. Under the terms of the Arrangement Agreement, the Purchaser will acquire all of the outstanding common shares of WindRiver (the "WindRiver Shares") in exchange for CAD 0.21787175502, in cash, per WindRiver Share, for total gross upfront consideration of CAD 4.85 million. The Purchaser may also pay up to CAD 14 million depending on whether WindRiver's Tamihi Creek and Kinskuch Lake hydro projects achieve certain milestones, are sold to a third party by the Purchaser or other post-closing events occur. Tamihi Creek Milestone payment is CAD 2 million & Kinskuch Lake Milestone payment is CAD 12 million. In addition the ReVolve Renewable Power Corp. has agreed to reimburse certain historic development costs related to these projects, to be reimbursed once construction has commenced on the respective project. If the deal is terminated by ReVolve Renewable Power Corp., ReVolve Renewable Power Corp. will pay CAD 250,000 to WindRiver Power Corporation. If the deal is terminated by WindRiver Power Corporation, WindRiver Power Corporation will pay CAD 250,000 to If the deal is terminated by ReVolve Renewable Power Corp., ReVolve Renewable Power Corp. will pay CAD 250,000 to WindRiver Power Corporation. Concurrently with signing of the Arrangement Agreement the ReVolve Renewable Power Corp. has also signed financing agreements with RE Royalties Ltd. (TSXV:RE) for the provision of a secured loan of up to CAD 5 million or 80% of the total upfront consideration to part finance the Proposed Acquisition. The financing agreements consist of a secured loan agreement and a royalty agreement between Revolve and RE Royalties. The acquisition was financed using a secured loan from RE Royalties Ltd. of CAD 3,968,800. Completion of the Proposed Acquisition is subject a number of conditions, including the final acceptance of the TSX Venture Exchange, receipt of WindRiver shareholder approval, receipt of a final order approving the Arrangement from the Court of King's Bench of Alberta, Judicial Centre of Calgary and other customary closing conditions. Board of directors of WindRiver Power Corporation has unanimously approved the deal. As of November 6, 2023 shareholders of WindRiver Power Corporation approved the proposed arrangement agreement for acquisition of all of its issued and outstanding common shares by Revolve Acquisition Corp. the special resolution of the Arrangement was approved. Out of 90.25% of the votes cast by the shareholders present or represented by proxy, all voted FOR and there were no votes AGAINST the resolution. Closing of the Proposed Acquisition is expected to occur in early December of this year. Alexander Lalka of Miller Thomson LLP acted as legal advisor to Revolve Renewable Power Corp. in the deal. Joseph Lougheed of Dentons Canada LLP acted as legal advisor to WindRiver Power Corporation and National Bank Financial Inc., acted as financial advisor to the board of WindRiver Power Corporation in the deal.

ReVolve Renewable Power Corp. (TSXV:REVV) completed the acquisition of WindRiver Power Corporation on February 12, 2024.