Star Metro - Revolve Announces US$40 Million Strategic Financing With Callaway Capital

VANCOUVER, BC / ACCESS Newswire / February 6, 2026 / Revolve Renewable Power Corp. (TSXV:REVV)(OTCQB:REVVF) ("Revolve" or the "Company"), a North American owner, operator and developer of renewable energy projects, is pleased to announce that it has entered into a secured convertible credit agreement dated February 5, 2026 (the "Credit Agreement") that provides for up to US$40 million of financing from Callaway Capital Management, LLC ("Callaway" or the "Lender"), representing a significant milestone in Revolve's long-term growth strategy.

The Credit Agreement provides for a US$40 million secured convertible facility, including an initial US$10 million 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 3 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 3 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, CEO of Revolve.

About Callaway

Callaway Capital Management, LLC is an alternative asset manager and SEC-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 3 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

• US$40 million secured Credit Agreement, structured in two tranches of US$20 million each.

  • The first tranche ("Tranche A") consists of a US$10 million initial advance payable at closing, with the remaining US$10 million 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 (the "Common Shares") at a conversion price of CAD$0.28 per Common Share.

  • Tranche B is convertible, at the option of the Lender, into Common Shares at a conversion price of CAD$0.40 per Common Share, reflecting a premium pricing structure aligned with future growth and scale.

• Four-year term.

• 15% 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 CAD$0.28 per Common Share for Tranche A and CAD$0.40 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 (the "TSXV") 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 pre‑construction 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; and

• 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 (the "Board") 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+ at www.sedarplus.ca.

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 TSXV 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 TSXV and listed on the CSE within approximately two to four weeks, subject to approval by both the CSE and the TSXV. 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 TSXV and the proposed listing of its Common Shares on the CSE; and (ii) the Credit Agreement with Callaway Capital Management LLC, 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% 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% 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 Clark.

For further information contact:

Revolve Renewable Power
Myke Clark, CEO
[email protected]
778-372-8499

About Revolve

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 US, 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 US, Canada and Mexico with a combined capacity of over 3,000MWs as well as a 140MW+ 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 1,550MW of projects.

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

Forward Looking Information

The forward-looking statements contained in this news release constitute ''forward-looking information'' within the meaning of applicable securities laws in each of the provinces and territories of Canada and the respective policies, regulations and rules under such laws and ''forward-looking statements'' within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 (collectively, ''forward-looking statements"). The words "will", "expects", "estimates", "projections", "forecast", "intends", "anticipates", "believes", "targets" (and grammatical variations of such terms) and similar expressions are often intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward looking statements in this press release include statements with respect to the Company's business objectives and project development goals, including its objective of developing 5,000MW of utility-scale projects in the US, Canada and Mexico; the expected completion of the transactions contemplated under the Credit Agreement, including satisfaction of regulatory and corporate approvals and completion of the Exchange Migration; the anticipated timing of the Exchange Migration; the Company's intention to obtain written shareholder consent to approve the Credit Agreement and the Exchange Migration; the planned use of proceeds under the Credit Agreement; expectations that the Credit Agreement will support the advancement of the Company's development pipeline, potential acquisition activity, and broader growth initiatives; expectations regarding the anticipated impact of the reconstituted board; expectations relating to the Company's capital markets strategy, including potential benefits associated with the Exchange Migration

This forward-looking information and other forward-looking information are based on our opinions, estimates and assumptions considering our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we currently believe are appropriate and reasonable in the circumstances. Despite a careful process to prepare and review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Material factors underlying forward-looking information and management's expectations include: the receipt of applicable regulatory approvals; the absence of material adverse regulatory decisions being received and the expectation of regulatory stability; the absence of any material equipment breakdown or failure; availability of financing on commercially reasonable terms and the stability of credit ratings of the Company and its subsidiaries; the absence of unexpected material liabilities or uninsured losses; the continued availability of commodity supplies and stability of commodity prices; the absence of interest rate increases or significant currency exchange rate fluctuations; the absence of significant operational, financial or supply chain disruptions or liability, including relating to import controls and tariffs; the continued ability to maintain systems and facilities to ensure their continued performance; the absence of a severe and prolonged downturn in general economic, credit, social or market conditions; the successful and timely development and construction of new projects; the absence of capital project or financing cost overruns; sufficient liquidity and capital resources; the continuation of long term weather patterns and trends; the absence of significant counterparty defaults; the continued competitiveness of electricity pricing when compared with alternative sources of energy; the realization of the anticipated benefits of the Company's acquisitions and joint ventures; the absence of a change in applicable laws, political conditions, public policies and directions by governments, materially negatively affecting the Company; the ability to obtain and maintain licenses and permits; maintenance of adequate insurance coverage; the absence of material fluctuations in market energy prices; the absence of material disputes with taxation authorities or changes to applicable tax laws; continued maintenance of information technology infrastructure and the absence of a material breach of cybersecurity; the successful implementation of new information technology systems and infrastructure; favourable relations with external stakeholders; our ability to retain key personnel; our ability to maintain and expand distribution capabilities; and our ability to continue investing in infrastructure to support our growth.

Risks and uncertainties that could cause actual results to differ materially from those expressed or implied by forward-looking statements include, without limitation: the risk that the Credit Agreement is not completed on the terms described or at all; the risk that conditions to closing are not satisfied or waived; the risk that required corporate, shareholder and regulatory approvals are delayed or not obtained; the risk that the Exchange Migration is delayed, not completed, or completed on terms different than anticipated; the risk that the Company is unable to draw additional amounts under Tranche A or that Tranche B is not made available or is made available later than anticipated; the risk that the Company's planned use of proceeds changes; the risk that the anticipated benefits of the Convertible Loan are not realized; risks relating to the Company's ability to develop and advance its renewable energy projects (including permitting, interconnection, construction, supply chain and cost inflation risks); risks relating to acquisitions (including the ability to identify, negotiate and complete acquisitions on acceptable terms); and general market, economic, interest rate, foreign exchange, and industry conditions. Additional risks and uncertainties are described in the Company's continuous disclosure filings available on SEDAR+ at www.sedarplus.ca

There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Readers are cautioned that given these risks, undue reliance should not be placed on these forward-looking statements, which apply only as of their dates. Other than as specifically required by law, the Company undertakes no obligation to update any forward-looking statements to reflect new information, subsequent or otherwise. The Company does not intend, and expressly disclaims any intention or obligation to, update or revise any forward-looking statements whether because of new information, future events or otherwise, except as required by law.

Such statements and information reflect the current view of the Company. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking information contained in this press release represents the expectations of the Company as of the date of this press release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. The Company does not undertake to update this information at any time except as required in accordance with applicable laws.

"Neither TSX Venture Exchange nor its Regulation Services Provider (as defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release."

SOURCE: Revolve Renewable Power Corp.

View the original press release on ACCESS Newswire

P.Beaulieu--SMC