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

Executive Summary

• Revolve Renewable Power Corp. has closed the initial $10 million U.S. advance on a strategic secured convertible credit facility with Callaway Capital Management LLC, bringing total available financing to $40 million U.S.
• The transaction includes a pledge of all shares in wholly owned subsidiaries as collateral and grants Callaway the right to nominate up to four directors to Revolve's seven-member board, with new directors expected to join after the Feb. 26, 2026 meeting.
• The financing is structured in tranches, with the initial $10 million forming part of Tranche A ($20 million total), which is convertible into common shares at 28 cents per share and accrues 15% payment-in-kind interest.

Key Details

• Transaction Structure: Secured convertible credit agreement with Callaway Capital Management LLC.
• Total Facility Size: Up to $40 million U.S.
• Initial Advance: $10 million U.S. closed.
• Tranche A Details:
  • Total size: $20 million U.S.
  • Remaining availability: $10 million U.S. drawable monthly as needed for qualified purposes.
  • Conversion Price: 28 cents per common share (at lender's option).
  • Interest Rate: 15% payment-in-kind (PIK) interest, capitalized monthly and accrued until maturity or conversion.
  • PIK Interest Conversion: Convertible at the lender's option at the Tranche A conversion price.
• Collateral: Pledge agreement dated Feb. 19, 2026, covering all shares in wholly owned subsidiaries Revolve Renewable Power Canada Inc. and Revolve Renewable Power Ltd.
• Governance Changes:
  • Investor Rights Agreement grants lender the right to select up to four nominees for the seven-member board.
  • Lender nominates the chair of the compensation committee and the nominating committee.
  • New directors expected to join after the annual and special meeting on Feb. 26, 2026.
• Strategic Rationale: CEO Myke Clark states the financing provides long-term capital security, removes capital constraints, strengthens the balance sheet, and positions Revolve to accelerate development timelines, pursue selective acquisitions, and unlock value across its portfolio.

Notable Quotes

• "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.