Revolve Announces Closing of Initial US$10 Million Advance on Strategic Financing With Callaway

Executive Summary

• Revolve Renewable Power Corp. completed an initial advance of US $10 million under a secured convertible credit agreement with Callaway Capital Management, providing up to US $40 million of financing.
• The advance is the first tranche (Tranche A) of a US $20 million facility, with an additional US $10 million drawable monthly; the loan is convertible at CAD $0.28 per share and carries 15% payment‑in‑kind interest.
• Concurrently, Revolve entered into a pledge agreement securing all subsidiary shares as collateral and an investor rights agreement granting Callaway the right to nominate up to four directors (including committee chairs) to the board, expected to take effect after the February 26, 2026 annual/special meeting.

Key Details

• Initial Advance: US $10 million funded on 5 Feb 2026 under the Credit Agreement.
• Total Facility Size: Up to US $40 million; Tranche A = US $20 million (US $10 M drawn, US $10 M available monthly).
• Conversion Terms: Lender may convert at CAD $0.28 per common share; 15% PIK interest capitalized monthly and also convertible at the same price.
• Pledge Agreement (19 Feb 2026): Revolve pledged all shares of its wholly‑owned subsidiaries – Revolve Renewable Power Canada Inc. and Revolve Renewable Power Limited – as collateral for the loan.
• Investor Rights Agreement: Callaway may nominate up to four directors to Revolve’s seven‑member board, plus chairs of the Compensation Committee and Nominating Committee. New directors expected to join after the Feb 26, 2026 meeting.
• Use of Proceeds (as stated): Provide long‑term capital security, remove financing constraints, accelerate development timelines, pursue selective acquisitions, and unlock portfolio value.
• Documentation: Pledge Agreement and Investor Rights Agreement filed on SEDAR+.

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… the transaction positions Revolve to accelerate development timelines, pursue selective acquisitions, and unlock value across its portfolio.” – Myke Clark, CEO