Vancouver-based Revolve Renewable Power Corp. has signed a definitive agreement to expand its battery storage footprint in Ontario, and a subsidiary will acquire all of the issued and outstanding shares of Logan Energy Storage ULC.

The company, which trades on the Canadian Securities Exchange under the ticker REVV and on the OTCQB as REVVF, describes itself as a North American owner, operator, and developer of power generation and digital infrastructure projects.

Deal Terms and Funding

Logan owns a portfolio of three battery energy storage system projects in Ontario with a combined capacity of 6 megawatts and 11.7 megawatt-hours. According to Revolve, the total purchase price for the portfolio is approximately USD 1.08 million, and the company intends to fund the purchase with cash on its balance sheet.

The seller of Logan is arm's length to Revolve, the company said. The acquisition remains subject to customary closing conditions and applicable approvals.

Impact on Revolve's Ontario Storage Capacity

Upon closing, the acquisition is expected to lift Revolve's battery storage capacity in Ontario to approximately 20.2 MW and 36.0 MWh across nine projects. That figure reflects the addition of Logan's three projects to the company's existing Ontario holdings.

The Logan deal follows Revolve's earlier purchase of the Trillium Storage portfolio, which comprises six projects totaling 14.2 MW and 24.3 MWh. Taken together, the two portfolios account for nine battery projects in the province once the Logan transaction closes.

Management Commentary

Myke Clark, Revolve's chief executive officer, characterized the transaction as part of an ongoing build-out of the company's storage business in Canada's most populous province. The Logan acquisition is another important step for Revolve as we continue to build our storage platform in Ontario

The company said the transaction reflects its continued strategy of acquiring assets alongside its greenfield development pipeline.

Forward-Looking Disclosures and Risk Factors

The announcement carries extensive cautionary language regarding future-oriented financial information. Revolve stated that its financial projections are inherently speculative and may prove inaccurate and that any projections provided were prepared in good faith on estimates and assumptions management considers reasonable as of the date of the release.

The company emphasized that projections are no more than estimates of possible future events and should not be relied upon to predict actual results.

Revolve identified a range of risks that could cause actual results to differ from its estimates. These include the acquisition not being completed on the terms or timeline anticipated, or at all; changes in applicable laws or regulations; counterparty or customer credit risk; adverse weather conditions; changes in energy pricing; operational performance risks; equipment failure or maintenance issues; supply chain disruptions; and the risk that the portfolio does not perform in accordance with management's expectations.

According to the company, if any of these risks materialize, actual revenues and EBITDA may differ materially from the estimates disclosed in the release.

The company also noted that the financial projections contained in the announcement have not been examined, reviewed, or compiled by independent accountants or other third-party experts.

As a result, Revolve said, there can be no assurance that actual results will be consistent with the projections, and variations from projected results may be material and adverse.

The future-oriented financial information, the company said, is provided for illustrative purposes only and may not be indicative of its actual consolidated financial position or results of operations.

Non-GAAP Measures

The release refers to EBITDA, a non-GAAP financial measure that does not have a standardized meaning under IFRS Accounting Standards.

Revolve cautioned that EBITDA may therefore not be comparable to similarly titled measures used by other companies and that its presentation is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared in accordance with IFRS.

Revolve defines EBITDA as net income before interest, taxes, depreciation, and amortization. Management believes the measure provides useful supplemental information on the expected operating performance of the portfolio by excluding certain expenses that may not be indicative of its core operating performance.

The company said management uses EBITDA to evaluate operating performance, generate future operating plans, and make strategic decisions regarding the allocation of capital.

The EBITDA projections in the announcement are forward-looking non-GAAP financial measures. Revolve said it does not provide a reconciliation of forward-looking EBITDA to the most directly comparable IFRS measure because it is unable to do so without unreasonable effort, owing to the inherent difficulty of forecasting the timing and amounts of items that have not yet occurred, are outside the company's control, or cannot be reasonably predicted.

Those items include interest expense, taxes, depreciation, and amortization. Consequently, actual EBITDA may differ materially from the amounts disclosed in the release.

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