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Revolve Renewable Power Corp
Symbol REVV
Shares Issued 83,835,973
Close 2026-02-20 C$ 0.195
Market Cap C$ 16,348,015
Recent Sedar+ Documents

Revolve completes $10M (U.S.) advance from Callaway

2026-02-20 17:23 ET - News Release

Mr. Myke Clark reports

REVOLVE ANNOUNCES CLOSING OF INITIAL US$10 MILLION ADVANCE ON STRATEGIC FINANCING WITH CALLAWAY

Further to the press release dated Feb. 6, 2026, Revolve Renewable Power Corp. has completed the initial advance of $10-million (U.S.) under the terms of the secured convertible credit agreement dated Feb. 5, 2026, that provides for up to $40-million (U.S.) of financing from Callaway Capital Management LLC.

"This strategic financing partnership with Callaway is expected to provide Revolve with long-term capital security and flexibility to advance Revolve's portfolio of utility-scale and distributed renewable energy projects. By removing capital constraints and strengthening the Revolve's balance sheet, the transaction positions Revolve to accelerate development timelines, pursue selective acquisitions and unlock value across its portfolio," said chief executive officer Myke Clark.

Under the terms of the credit agreement, the initial advance forms part of the first tranche (tranche A) of $20-million (U.S.), with the remaining $10-million (U.S.) under tranche A drawable monthly as needed for qualified purposes, subject to customary conditions set out in the credit agreement. 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 A is also subject to 15-per-cent payment-in-kind interest, capitalized monthly and accrued until maturity or conversion, with PIK interest convertible at the lender's option at the tranche A conversion price.

Board nomination and other lender rights

In connection with the credit agreement, the company and the lender have entered into a pledge agreement dated Feb. 19, 2026, whereby the company has pledged all its shares in its wholly owned subsidiaries Revolve Renewable Power Canada Inc. and Revolve Renewable Power Ltd., as collateral, subject to the terms of the pledge agreement. Also, the company and the lender have entered into an investor rights agreement where the lender will have the right to select up to four nominees for election or appointment to Revolve's seven-member board of directors, subject to certain conditions. The lender will also nominate the chair of the board's compensation committee and the nominating committee. The new directors are expected to join the board after Revolve's annual and special meeting is held on Feb. 26, 2026. 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.

A copy of the pledge agreement and investor rights agreement will be filed under the company's profile on SEDAR+.

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 behind-the-meter distributed generation assets. Revolve's portfolio includes the following:

  • Operating assets: 13 megawatts (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 megawatts as well as a 140-plus-megawatt distributed generation portfolio that is under development.

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

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