CALLAWAY CAPITAL MANAGEMENT COMPLETES ITS INITIAL US$10 MILLION CLOSING OF US$40 MILLION STRATEGIC FINANCING WITH REVOLVE RENEWABLE POWER CORP.

VANCOUVER, BC, Feb. 23, 2026 /CNW/ - Callaway Capital Management, LLC ("Callaway" or the "Lender") is pleased to announce the initial closing (the "Initial Closing") of the $10 million in loans contemplated by that certain secured convertible credit agreement dated February 5, 2026 (the "Credit Agreement") with Revolve Renewable Power Corp. ("Revolve" or the "Company"), a North American owner, operator and developer of renewable energy projects. The Credit Agreement provides for up to US$40 million of financing from Callaway. The Initial Closing consisted of a $10 million first tranche ("Tranche A") draw subject and pursuant to the terms and conditions set forth in the Credit Agreement. 

Strategic Financing Highlights

• US$40 million secured Credit Agreement, structured in two tranches of US$20 million each.
  
  
  • The Tranche A consists of a US$10 million Initial Closing advance, 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 certain conditions specified 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.
    
    
  • Tranche B is convertible, at the option of the Lender, into Common Shares at a conversion price of CAD$0.40 per Common Share.
    
    
• 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.

Board Nomination and other Lender Rights

In connection with the Initial Closing, Callaway and Revolve entered into an Investor Rights Agreement, dated February 20, 20256, pursuant to which, among other things, 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 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.

Immediately prior to entering into the Credit Agreement, Callaway did not, directly or indirectly, own or control any Common Shares. Assuming conversion in full of the Initial Closing Tranche A loan into Common Shares (excluding interest) in accordance with the terms of the Credit Agreement and using an exchange rate of CAD$1.37 / US$1.00 (pursuant to the terms of the Credit Agreement), Callaway, directly or indirectly, would own or control a total of 48,928,571 Common Shares, representing approximately 37% of the issued and outstanding Common Shares on a partially diluted basis. Assuming conversion in full of the entire $40 million Credit Agreement into Common Shares (excluding interest) in accordance with the terms of the Credit Agreement and using an exchange rate of CAD$1.37 / US$1.00) (pursuant to the terms of the Credit Agreement), Callaway, directly or indirectly, would own or control a total of 166,357,142 Common Shares, representing approximately 66% of the issued and outstanding Common Shares on a partially diluted basis. The actual number of Common Shares issuable pursuant to the conversion of the Initial Closing under the Credit Agreement will depend upon the Canadian dollar / U.S. dollar exchange rate applicable at the time pursuant to the terms of the Credit Agreement.

All of the securities held by Callaway in Revolve, including any Common Shares and loans pursuant to the Credit Agreement, are being held for investment purposes. Callaway may in the future take such actions in respect of its Revolve security holdings as it deems appropriate in light of the market circumstances then existing, including the potential purchase of additional shares of Revolve through open market purchases or privately negotiated transactions, or the sale of all or a portion of such holdings in the open market or in privately negotiated transactions to one or more purchasers, or Callaway may continue to hold its current positions control any Common Shares.

A copy of the early warning report relating to the Credit Agreement will be filed under the Company's profile on SEDAR+ at www.sedarplus.ca and may also be obtained by contacting Powers Spencer, Analyst at [phone]. Callaway's head office is located at 818 18th Avenue South, Suite 925, Nashville, TN, U.S.A., 37203.

SOURCE Callaway Capital Management, LLC