ReVolve Renewable Power Corp. (formerly Philippine Metals Inc.) Announces Completion of Acquisition of Revolve Renewable Power Limited
Vancouver, British Columbia–(Newsfile Corp. – March 8, 2022) – ReVolve Renewable Power Corp. (TSXV: PHI) (formerly, Philippine Metals Inc.) (the “Company“) is pleased to announce that it has completed the previously announced acquisition of all outstanding securities of ReVolve Renewable Power Limited (“Turn“) a developer of large-scale renewable energy generation projects in North America, with a particular focus on wind, solar and battery storage technologies (the “Transaction“).
In connection with the completion of the Transaction, the TSX Venture Exchange (the “TSXV“) has conditionally approved the listing of the Company’s shares (as defined below). The Company’s shares are expected to begin trading on the TSXV under the new symbol “REVV” on or about March 15 2022. Another press release will be issued once trading has begun.
The transaction constitutes a reverse takeover of the Company (as defined by TSXV Policy 5.2) and was completed under the terms of a definitive agreement dated February 7, 2022 pursuant to which the Company acquired all securities issued and outstanding of ReVolve by way of a securities exchange transaction with all securityholders of ReVolve.
Prior to the completion of the Transaction, the Company: (i) completed a consolidation of its issued and outstanding common shares (“Company shares“) on the basis of one Share in the Company post-consolidation for every four Shares in the Company before the Consolidation (the “Consolidation“); and (ii) approved the change of its name from “Philippine Metals Inc.” to “ReVolve Renewable Power Corp.”.
Pursuant to the Transaction: (i) an aggregate of 44,695,169 Post-Consolidation Company Shares were issued in exchange for the outstanding ordinary shares of ReVolve; and (ii) warrants exercisable to acquire 9,595,194 shares of the Company were issued in exchange for the outstanding warrants of ReVolve. Following the completion of the Transaction and the conversion of the outstanding Subscription Receipts (as defined below), there are 54,905,565 Post-Combination Company Shares issued and outstanding (on a undiluted).
Pursuant to the Transaction, each of the 5,180,793 subscription receipts (“Subscription receipts“) of the Company issued to investors as part of the financing previously announced by the Company and completed on December 8, 2021 and December 30, 2021 were exchanged for one post-combination company share and one warrant to acquire one share of the post-merger company (a “Mandate of the company“) pursuant to the terms of a subscription receipt agreement between the Company and Computershare Trust Company of Canada dated December 8, 2021 (the “Subscription Receipt Agreement“). Each warrant of the Company entitles its holder to purchase one (1) share of the Company post-combination at an exercise price of $0.75 until September 7, 2023. In addition, the Escrowed proceeds were also released pursuant to the terms of the Subscription Receipt Agreement.
Following the Transaction, the management team of the Company is as follows:
Omar Bojorquez (Director and President)
Steve Dalton (director and CEO)
Roger Norwich (director and chairman)
Joseph O’Farrell (director)
Finn Lyden (director)
Jonathan Clare (director)
JP Maguire (Director)
Craig Lindsay (director)
Nicholas Furber (CFO)
Janet Bates (General Secretary)
The Company also announces that, in connection with the Transaction, it has received and accepted an offer to cancel 150,000 incentive stock options previously granted to a former director of the Company.
In connection with the Transaction, the Company has filed its filing statement dated February 14, 2022 (the “Filing statement“) on the Company’s SEDAR profile. For more details on the transaction, investors are invited to consult the Filing Statement on the Company’s SEDAR profile at www.sedar.comas well as the Company’s press releases dated June 24, 2021, September 7, 2021, October 25, 2021, November 29, 2021, December 10, 2021, December 30, 2021, February 8, 2022 and February 17, 2022 The filing statement provides information details about, among other things, the transaction, ReVolve and the company after the transaction has been completed.
About the company
The Company is engaged in developing utility-scale renewable energy generation projects in North America, with a particular focus on wind, solar and battery storage technologies.
For more information please contact:
ReVolve Renewable Power Corp.
Chief Executive Officer
Email: [email protected]
Caution Regarding Forward-Looking Statements
The TSXV has in no way passed on the merits of the Transaction and has neither approved nor disapproved of the content of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release. This press release contains statements that constitute “forward-looking statements”. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements or developments of the Company to differ materially from any anticipated results, performance or achievements expressed or implied by these forward-looking statements. Although the Company believes, in light of the experience of its officers and directors, current conditions and expected future developments and other factors which have been deemed appropriate, that the expectations reflected in such forward-looking information are reasonable, it should not be unduly relied upon as the Company cannot guarantee that they will prove to be accurate. When used in this press release, the words “estimate”, “project”, “believe”, “anticipate”, “intend”, “expect”, “plan”, “predict “, “may” or “should” and the negative of these words or such variations or comparable terminology are intended to identify forward-looking statements and information. Forward-looking statements and information in this press release include information relating to the Company’s business plans, when the Company’s shares will begin trading on the TSXV and the Company’s ability to continue to develop utility-scale renewable energy projects. in North America. These statements and information reflect the Company’s current view. Risks and uncertainties that may cause actual results to differ materially from those contemplated in such forward-looking statements and information. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, or other future events, to be materially different from the results, performance or future achievements expressed or implied by such forward-looking statements. These factors and risks include, among others: (a) after the completion of the Transaction, the Company may need additional financing from time to time in order to continue its operations, which may not be available when needed or according to acceptable terms and conditions; (b) compliance with government regulations; (c) domestic and foreign laws and regulations could adversely affect the Company’s business and results of operations; (d) the stock markets have experienced volatility which has often been unrelated to the performance of the companies and such fluctuations may have an adverse effect on the price of the Company’s securities, regardless of its operational performance; and (e) the impact of COVID-19. The forward-looking information contained in this press release represents the Company’s expectations 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 on such information as of any other date. The Company undertakes no obligation to update these forward-looking statements if management’s beliefs, estimates or opinions, or other factors, should change. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States.
The securities of the Company have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”) or any state securities law and may not be offered or sold in the United States or to United States persons. unless they are registered under the US Securities Act and applicable state securities laws or an exemption from such registration is available.
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