Revolve Renewable Power Secures US$40 Million Strategic Financing with Callaway Capital
TSXV: REVV | OTCQB: REVVF
Revolve Renewable Power Corp. announced on February 6, 2026, that it has entered into a secured convertible credit agreement with Callaway Capital Management, LLC, providing for up to US$40 million of financing. The company described the transaction as a significant milestone in its long-term growth strategy, positioning Revolve to accelerate the advancement of its approximately 3 gigawatt (GW) portfolio of utility-scale and distributed renewable energy projects.
Key Deal Details
Financing Structure
The Credit Agreement, dated February 5, 2026, provides for a US$40 million secured convertible facility structured in two tranches of US$20 million each:
- 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.
- Tranche B will be made available during the term subject to meeting certain conditions specified in the Credit Agreement.
- The facility carries a four-year term with 15% payment in kind (PIK) interest, capitalized monthly and accrued until maturity or conversion.
Conversion Terms
- Tranche A is convertible, at the option of the Lender, into common shares at a conversion price of CAD$0.28 per share.
- Tranche B is convertible at a conversion price of CAD$0.40 per share, reflecting what the company described as a premium pricing structure aligned with future growth and scale.
- PIK interest is convertible at the Lender's option at the same fixed conversion prices as their respective tranches.
Board Nomination and Lender Rights
- Callaway will have the right to select four nominees for election or appointment to Revolve's seven-member board of directors.
- Callaway will nominate the chair of the Board's compensation committee and the nominating committee.
- The Lender will hold certain investor rights including registration rights, a right to match any debt or equity financing proposed during the term, and approval rights over certain significant matters.
Use of Proceeds
According to the press release, the financing will support:
- 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 portfolio, with increasing emphasis on digital infrastructure and electricity-intensive sectors.
- General corporate purposes, working capital, and balance sheet strengthening.
Exchange Migration
Immediately prior to the initial draw under Tranche A, the company announced it intends to transition its public listing from the TSX Venture Exchange (TSXV) to the Canadian Securities Exchange (CSE). Revolve stated it expects the Exchange Migration to be completed within approximately two to four weeks, subject to approval by both the CSE and the TSXV. The company currently expects its ticker symbol to remain unchanged, and shareholders are not expected to be required to take any action.
The company's board determined that the Exchange Migration is in the best interests of shareholders, as the CSE provides what Revolve described as a more cost-effective platform and streamlined regulatory framework suited to its current stage of development.
Market Note: Convertible Credit Facilities for Growth-Stage Renewable Energy Companies
Convertible credit facilities allow companies to access capital while providing lenders with the optionality to convert debt into equity at pre-determined prices. For growth-stage renewable energy developers, this structure can provide longer-term capital without requiring immediate equity dilution. The PIK interest mechanism, where interest is capitalized rather than paid in cash, preserves near-term liquidity for project development activities.
About Callaway Capital Management
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," said Daniel Freifeld of Callaway.
About Revolve Renewable Power Corp.
Revolve was formed in 2012 to capitalize on the growing global demand for renewable power. The company develops utility-scale wind, solar, hydro, and battery storage projects in the US, Canada, and Mexico. Revolve also installs and operates sub-20 MW "behind the meter" distributed generation assets. The company's portfolio includes 12 MW (net) of operating assets under long-term power purchase agreements across Canada and Mexico, and a diverse portfolio of utility-scale development projects with a combined capacity of over 3,000 MW, as well as a 140 MW+ distributed generation portfolio under development. To date, Revolve has developed and sold over 1,550 MW of projects.
ArcStone's View
The US$40 million secured convertible facility with Callaway Capital represents a significant capital infusion for Revolve Renewable Power, a company with an approximately 3 GW development pipeline and 12 MW of operating assets. The two-tranche structure, with an initial US$10 million draw at closing, provides near-term liquidity to advance late-stage projects while the remaining capital becomes available as milestones are met.
The transaction positions Revolve to accelerate development timelines across its North American portfolio, with the company highlighting its Mexico wind projects and digital infrastructure opportunities as key focus areas. The PIK interest structure preserves cash flow during the development phase, while the four-year term aligns with the longer-duration nature of renewable energy project development.
The concurrent exchange migration from the TSXV to the CSE, combined with Callaway's board nomination rights for four of seven directors, signals a meaningful shift in the company's governance and capital markets strategy. Investors will be watching for the completion of closing conditions, regulatory approvals, and the pace at which Revolve deploys capital toward its stated development and acquisition objectives.
ArcStone Financial Pulse Team
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