Mr. Myke Clark reports

REVOLVE ANNOUNCES US$40 MILLION STRATEGIC FINANCING WITH CALLAWAY CAPITAL

Revolve Renewable Power Corp. has entered into a secured convertible credit agreement dated Feb. 5, 2026, that provides for up to $40-million (U.S.) of financing from Callaway Capital Management LLC, representing a significant milestone in Revolve's long-term growth strategy.

The credit agreement provides for a $40-million (U.S.) secured convertible facility, including an initial $10-million (U.S.) draw available upon closing, subject to customary closing conditions. If completed, the facility is expected to provide Revolve with long-term capital security and flexibility to advance its approximately three-gigawatt (GW) portfolio of utility-scale and distributed renewable energy projects. By removing capital constraints and strengthening the company's balance sheet, the transaction positions Revolve to accelerate development timelines, pursue selective acquisitions and unlock value across its portfolio.

"This strategic financing with Callaway Capital represents a transformative step for Revolve. It not only provides the capital to accelerate our three GW renewable energy portfolio, including our Mexico wind projects, but also gives us the flexibility to pursue selective acquisitions that enhance scale and value. With this long-term partner and a strengthened balance sheet, we are well positioned to execute our growth strategy, support digital infrastructure and electricity demand, and create sustainable shareholder value," said Myke Clark, chief executive officer of Revolve.

About Callaway Capital Management LLC

Callaway Capital Management is an alternative asset manager and Securities and Exchange Commission-registered investment adviser that specializes in the origination of bespoke, process-driven investment and financing opportunities, with a sector focus spanning energy, finance, real estate and technology.

"In partnership with Revolve's leadership, we intend to build a North American energy powerhouse, combining its three GW project portfolio with a renewed focus on digital infrastructure and high-demand electricity markets. Callaway's financing provides Revolve with the necessary resources to advance new and existing projects, capitalize on growing electricity demand, and unlock long-term value while maintaining alignment with shareholder interests," said Daniel Freifeld of Callaway.

Strategic financing highlights

• $40-million (U.S.) secured credit agreement, structured in two tranches of $20-million (U.S.) each.
  • The first tranche (Tranche A) consists of a $10-million (U.S.) initial advance payable at closing, with the remaining $10-million (U.S.) drawable monthly as needed for qualified purposes, subject to customary conditions set out in the credit agreement.
  • The second tranche (Tranche B) will be made available to the company during the term subject to meeting certain conditions specified in the credit agreement.
• Conversion features designed to align with long-term value creation:
  • Tranche A is convertible, at the option of the lender, into common shares of the company at a conversion price of 28 cents per common share.
  • Tranche B is convertible, at the option of the lender, into common shares at a conversion price of 40 cents per common share, reflecting a premium pricing structure aligned with future growth and scale.
• Four-year term.
• 15-per-cent payment-in-kind (PIK) interest, capitalized monthly and accrued until maturity or conversion, with PIK interest convertible at the lender's option at a fixed conversion price of 28 cents per common share for Tranche A and 40 cents per common share for Tranche B.
• Immediately prior to the closing of the initial draw under Tranche A, Revolve will transition its public listing from the TSX Venture Exchange to the Canadian Securities Exchange (CSE), as set out in greater detail below (the exchange migration).

Conditions to closing

The credit agreement and the initial drawdown under Tranche A remain subject to customary closing conditions, including completion of definitive documentation, required corporate and regulatory approvals, and satisfaction of conditions set out in the credit agreement. These conditions include completion of the company's listing on the CSE and receipt of all necessary CSE approvals in respect of the credit agreement.

Use of proceeds

The credit agreement will support the company's acquisition, project development and broader growth strategy, including:

• Advancement of the company's Mexico-based wind energy projects, including late-stage development, permitting and preconstruction activities;
• Pursuit of near-term acquisition opportunities, including operating and late-stage development renewable energy assets;
• Continued advancement of the company's broader utility-scale and distributed generation renewable energy portfolio, with increasing emphasis on digital infrastructure and electricity-intensive sectors;
• General corporate purposes, working capital and balance sheet strengthening.

Board nomination and other lender rights

As part of the strategic financing, Callaway will have the right to select four nominees for election or appointment to Revolve's seven member board of directors and will nominate the chair of the board's compensation committee and the nominating committee. In addition to board representation, the lender will hold certain investor rights, including registration rights, a right to match any debt or equity financing proposed to be raised by the company during the term of the credit agreement, and approval rights over certain significant matters (subject to certain exclusions) with respect to, among other things, employment matters, and operating and capital expenditure budgets, expenses incurred that are not contemplated by operating or capital expenditure budgets, securities offerings, and certain fundamental transactions (including change of control transactions and initial public offering in the United States). The reconstituted board is expected to add significant experience in infrastructure investing, renewable energy development and capital markets, and to strengthen strategic oversight as the company scales its platform. The credit agreement also contains typical debtor covenants for a secured loan of this nature, such as a restriction on incurring additional debt and the disposition of assets, among other matters.

A copy of the credit agreement will be filed under the company's profile on SEDAR+.

Exchange migration and capital markets strategy

Immediately prior to the initial draw under Tranche A, Revolve intends to complete the exchange migration and transition its public listing from the TSX-V to the CSE. The company's board has determined that the exchange migration is in the best interests of shareholders, as the CSE provides a more cost-effective platform and a streamlined regulatory framework suited to Revolve's current stage of development.

Revolve expects its common shares to be voluntarily delisted from the TSX-V and listed on the CSE within approximately two to four weeks, subject to approval by both the CSE and the TSX-V. Shareholders are not expected to be required to take any action in connection with the exchange migration, and the company currently expects its ticker symbol to remain unchanged. The CSE offers an efficient, cost-effective platform for emerging and growth-oriented companies, and Revolve believes the CSE is well aligned with its operating profile and strategic priorities. Further details regarding the exchange migration will be announced by press release in due course.

Written shareholder consent

The company also announces that it intends to obtain written shareholder approval in connection with (i) the proposed voluntary delisting of its common shares from the TSX-V and the proposed listing of its common shares on the CSE; and (ii) the credit agreement with Callaway Capital Management, as required under applicable CSE policies. In respect of the credit agreement, shareholder approval is required under applicable CSE policies because the conversion of all or a portion of the indebtedness thereunder could result in the issuance of more than 50 per cent of the company's currently outstanding common shares on a non-diluted basis and could cause the lender (or an affiliate) to become a new control person of the company. The company expects to satisfy these requirements by obtaining the written consent of shareholders holding more than 50 per cent of the company's outstanding common shares, excluding any common shares held by the lender or its affiliates, which would eliminate the need to convene a shareholder meeting and allow the company to proceed with the transactions contemplated by the credit agreement and the exchange migration. Obtaining written consent is also expected to expedite the approval process and reduce costs compared to convening a shareholder meeting.

"With enhanced capital visibility, Revolve expects to accelerate the progression of projects across its development pipeline while maintaining disciplined capital allocation. The strategic financing aligns with the long-duration nature of renewable energy development and is structured to support sustained growth without near-term liquidity pressure. The company believes this capital will enable Revolve to transition more rapidly toward a larger operating asset base, supporting long-term cash flow generation and shareholder value creation while increasing its footprint in digital infrastructure and energy-intensive sectors," concluded Mr. Clark.

About Revolve Renewable Power Corp.

Revolve was formed in 2012 to capitalize on the growing global demand for renewable power. Revolve develops utility-scale wind, solar, hydro and battery storage projects in the United States, Canada and Mexico. Revolve also installs and operates sub-20-megawatt (MW) behind-the-meter distributed generation (or DG) assets. Revolve's portfolio includes the following:

• Operating assets: 12 MW (net) of operating assets under long-term power purchase agreements across Canada and Mexico covering wind, solar, battery storage and hydro generation;
• Development: a diverse portfolio of utility scale development projects across the U.S., Canada and Mexico with a combined capacity of over 3,000 MW as well as a 140-plus MW distributed generation portfolio that is under development.

Revolve has an accomplished management team with a demonstrated track record of taking projects from greenfield through to ready-to-build status and successfully concluding project sales to large operators of utility-scale renewable energy projects. To date, Revolve has developed and sold over 1,550 MW of projects.

Going forward, Revolve is targeting 5,000 MW of utility-scale projects under development in the U.S., Canada and Mexico, and in parallel is rapidly growing its portfolio of revenue-generating DG assets.

We seek Safe Harbor.