The Fort Worth Press - Revolve Announces Closing of Initial US$10 Million Advance on Strategic Financing With Callaway

"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 CEO Myke Clark.

Under the terms of the Credit Agreement, the Initial Advance forms part of the first tranche ("Tranche A") of US$20 million, with the remaining US$10 million 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 (the "Common Shares") at a conversion price of CAD$0.28 per Common Share (the "Tranche A Conversion Price"). Tranche A is also subject to 15% payment in kind (PIK) 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 February 19, 2026 (the "Pledge Agreement") whereby the Company has pledged all its shares in its wholly-owned subsidiaries Revolve Renewable Power Canada Inc. and Revolve Renewable Power Limited, as collateral, subject to the terms of the Pledge Agreement. Also, the Company and the Lender have entered into an investor rights agreement (the "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 (the "Board"), 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 February 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+ at www.sedarplus.ca.

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: 13 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.

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 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; and expectations relating to the Company's capital markets strategy.

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 required corporate, shareholder and regulatory approvals are delayed or not obtained; 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 under the Credit Agreement 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.

The Canadian Securities Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the contents of this press release.

SOURCE: Revolve Renewable Power Corp.

View the original press release on ACCESS Newswire

M.Delgado--TFWP