Revolve Announces US$40 Million Strategic Financing With Callaway Capital
Executive Summary
- Revolve Renewable Power Corp. entered a secured convertible credit agreement with Callaway Capital Management for up to US$40 million (initial US$10 M draw).
- The facility is structured in two tranches, each convertible into common shares at CAD 0.28 (Tranche A) and CAD 0.40 (Tranche B), carries 15% PIK interest, and has a four‑year term.
- Concurrently, Revolve will migrate its listing from the TSX Venture Exchange to the Canadian Securities Exchange, with board representation rights granted to Callaway.
Key Details
- Facility Size & Structure – Up to US$40 million total; two tranches of US$20 million each.
- Tranche A: US$10 million initial advance at closing, plus up to an additional US$10 million drawable monthly for qualified purposes.
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Tranche B: US$20 million available later in the term subject to conditions.
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Conversion Terms –
- Tranche A convertible at CAD 0.28 per common share.
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Tranche B convertible at CAD 0.40 per common share (premium).
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Interest – 15% payment‑in‑kind (PIK) interest, capitalized monthly; PIK interest also convertible at the same conversion prices as the principal.
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Term – Four years from closing.
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Use of Proceeds –
- Advance Mexico wind projects (late‑stage development, permitting, pre‑construction).
- Pursue near‑term acquisitions of operating or late‑stage renewable assets.
- Continue development of utility‑scale and distributed generation portfolio, emphasizing digital infrastructure and electricity‑intensive sectors.
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General corporate purposes, working capital, and balance‑sheet strengthening.
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Board & Investor Rights – Callaway may nominate four directors to Revolve’s seven‑member board and appoint chairs of the compensation and nominating committees; also receives registration rights, a right to match future financings, and approval rights over major corporate actions (e.g., capital expenditures, securities offerings, change‑of‑control).
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Exchange Migration – Prior to the initial draw under Tranche A, Revolve will seek shareholder consent and complete a voluntary delisting from the TSX Venture Exchange and listing on the CSE; ticker symbol expected to remain unchanged. Anticipated timeline: 2–4 weeks after closing, subject to regulator approvals.
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Shareholder Approval – Written consent sought from shareholders holding >50 % of outstanding common shares (excluding Lender‑held shares) to avoid convening a formal meeting.
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Closing Conditions – Completion of definitive documentation, corporate and regulatory approvals, successful CSE listing, and satisfaction of all Credit Agreement conditions.
Notable Quotes
“This strategic financing with Callaway Capital represents a transformative step for Revolve… it provides the capital to accelerate our 3 GW renewable energy portfolio… and gives us the flexibility to pursue selective acquisitions.” – Myke Clark, CEO
“In partnership with Revolve's leadership, we intend to build a North American energy powerhouse…” – Daniel Freifeld, Callaway Capital Management