Mr. David Bibby reports

HYPERCHARGE TO ACQUIRE REVS CHARGING, ESTABLISHING U.S. OPERATING PLATFORM AND EXPANDING CHARGING AND SERVICES REVENUE

Hypercharge Networks Corp. has entered into a definitive agreement, signed Sept. 28, 2026, to acquire 100 per cent of the equity interests of REVS Charging LLC, a Texas-based provider of electric vehicle charging solutions. The transaction is expected to close on Oct. 1, 2026, subject to customary closing conditions and receipt of the requisite TSX Venture Exchange approval.

The transaction marks an important step in Hypercharge's North American growth strategy by establishing on-the-ground operations in the United States, which will complement the company's existing charging network in 14 states today, expanding the company's portfolio of owned and operated charging infrastructure, and increasing its recurring services and subscription revenue.

Transaction structure and consideration

The transaction values REVS on an enterprise basis up to $4.75-million (U.S.), subject to customary closing adjustments for working capital, indebtedness and transaction expenses. The purchase price is payable as follows:

• Closing share consideration: $3-million (U.S.) (63 per cent of the purchase price), payable in common shares of Hypercharge at closing, to be issued at a deemed price of 23 Canadian cents per common share and subject to a six-month lock-up;
• Closing cash consideration: $500,000 (U.S.) (11 per cent of the purchase price), payable in cash at closing;
• Deferred consideration: up to $1.25-million (U.S.) (26 per cent of the purchase price), payable in common shares over three annual tranches contingent on REVS meeting gross profit performance milestones of $850,000 (U.S.) in Year 1, $1.2-million (U.S.) in Year 2 and $2-million (U.S.) in Year 3; the common shares issuable as deferred consideration will be priced based on the 20-day volume-weighted average trading price of the common shares as of the applicable issuance date, subject to a floor price of 23 Canadian cents per common share and a ceiling price of 50 Canadian cents per common share.

As part of the transaction, the company provided REVS with an interim secured loan of $200,000 (U.S.) during the exclusivity period under the letter of intent, signed May 27, 2026, to support REVS's continuing operations. Upon closing of the transaction, the loan, together with certain capital expenditure advances made to REVS, and accrued interest shall be extinguished and treated as an equity investment by the company.

No finders' fees are payable and there are no relationships with any non-arm's-length parties pursuant to the transaction or the loan.

Strategic and investment highlights:

• Establishes a U.S. operating platform: REVS provides Hypercharge with an established U.S. business, customer relationships, local operating capabilities and a foundation for further expansion across North America.
• Expands recurring revenue: REVS generates more than $1-million (Canadian) in annual charging and services revenue, at a gross margin of greater than 45 per cent, increasing Hypercharge's recurring revenue base.
• Accelerates the owned-and-operated strategy: REVS brings a portfolio of more than 500 owned Level 2 charging ports, together with approximately 700 additional customer-owned charging ports deployed across the United States, bringing Hypercharge's network to over 10,000 sold or owned charging ports across North America.
• Increases flexibility in the U.S. market: An established U.S. operation will allow Hypercharge to serve customers, build local partnerships, and develop sourcing and supplier relationships with greater flexibility amid changing trade policies and tariffs.
• Aligns consideration with future performance: The transaction combines limited upfront cash consideration, common shares issued at a deemed price of 23 Canadian cents per common share and deferred consideration tied to REVS achieving future gross profit milestones.
• Supports a broader M&A (merger and acquisition) strategy: Hypercharge will continue to pursue additional acquisition opportunities that could expand its geographic presence, recurring revenue, and owned-and-operated charging portfolio across North America.

In connection with closing, David Aaronson, founder and chief executive officer of REVS and its affiliated operating businesses, will join the company as president of Hypercharge Networks Inc., Hypercharge's U.S. subsidiary.

"This is an important step in Hypercharge's growth strategy. REVS gives Hypercharge an established operating business in the United States. It also expands our recurring revenue base and accelerates our shift toward owning and operating EV [electric vehicle] charging infrastructure.

"As a Canadian company, we've had to navigate changing trade policies and tariffs. Having operations on the ground in the U.S. gives us more flexibility in how we serve customers, build partnerships, and source equipment. By combining REVS's experience owning and operating charging infrastructure with Hypercharge's technology, purchasing power and operational capabilities, we have a strong foundation to grow across the U.S. market.

"We've been very deliberate about where we invest our capital and how we grow the business. The structure of this transaction reflects that approach, with limited upfront cash, common shares issued at a deemed price of 23 Canadian cents per common share and additional consideration tied to REVS achieving future gross profit milestones. REVS's commitment to preferring common shares over upfront cash demonstrates their confidence in the value of Hypercharge and what we can build together. By taking a significant portion of the purchase price in common shares, REVS shareholders will participate in the future of the combined business alongside our existing shareholders.

"The transaction builds on the acquisition of Eddie, which we completed earlier this year. We intend to look for other acquisition opportunities that expand our geographic presence, grow our recurring revenue, and strengthen our ability to own and operate charging infrastructure across North America. We're excited to welcome David Aaronson and the REVS team to Hypercharge and look forward to building on what they've established," said David Bibby, president and chief executive officer of Hypercharge.

"This transaction with Hypercharge marks an important milestone for REVS. By combining our U.S. operating experience and owned charging portfolio with Hypercharge's technology, purchasing power, and operational capabilities, we believe we can accelerate growth and build a stronger North American charging platform," said Mr. Aaronson, founder and chief executive officer of REVS.

Existing REVS customers can expect uninterrupted service. During the transition period, Hypercharge and REVS will work together to support a seamless customer experience and will share updates with customers as the integration advances.

FMI Capital Advisory Inc. (FMICA) acted as the exclusive financial adviser to Hypercharge Networks in its acquisition of REVS Charging.

The parties expect the transaction to close Oct. 1, 2026, subject to the satisfaction of customary closing conditions and receiving the requisite TSX-V approvals.

Marketing update

Hypercharge has engaged Toronto-based Anchor Point Advisory Services Inc. to provide investor relations advisory services. Anchor Point will assist the company with its investor relations strategy, communications with the investment community and investor meetings. Under the terms of the engagement agreement, the company will pay Anchor Point $3,500 (Canadian) per month for an initial term of six months, continuing thereafter on a month-to-month basis unless terminated. In addition, and subject to the approval of the company's board of directors, the company will grant Anchor Point 200,000 incentive stock options exercisable at a price of nine cents per share for a period of three years, vesting in equal tranches every six months over a two-year period. Anchor Point and its principals currently hold no securities of the company and have no present intention to acquire securities of the company and are arm's length to the company. The agreement is subject to the acceptance of the TSX Venture Exchange.

About REVS Charging LLC

Refuel Electric Vehicle Solutions (REVS) is a full-service electric vehicle (EV) charging company providing turnkey Level 2 charging solutions for multifamily, condominium, hospitality and commercial properties across the United States. With expertise in commercial real estate and EV infrastructure, REVS helps property owners, managers and developers plan, finance, install, operate and manage charging stations, including deployment opportunities with no upfront capital investment.

About Hypercharge Networks Corp.

Hypercharge Networks is a leading provider of smart electric vehicle (EV) charging solutions for residential and commercial buildings, fleet operations and other rapidly growing sectors. Driven by its mission to accelerate EV adoption and enable the shift towards a carbon-neutral economy, Hypercharge is committed to offering seamless, simple solutions, including industry-leading hardware, innovative and integrated software, and comprehensive services, backed by a robust network of public and private charging stations.

We seek Safe Harbor.