Shareholders may elect shares in the combined private company or receive $0.23 in cash per Share for immediate liquidity
VANCOUVER, BC , Sept. 15, 2026 /CNW/ -- Revolve Renewable Power Corp. (CSE: 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 definitive arrangement agreement on September 15, 2026 (the " Arrangement Agreement ") with Whitfield Power Solutions, LLC (" WPS " or " Whitfield ") pursuant to which WPS has agreed to acquire all the issued and outstanding common shares of the Company (other than any common shares already owned by WPS or its affiliates) (the " Shares ") pursuant to a court-approved plan of arrangement under the Business Corporations Act ( British Columbia ) (the " BCBCA ") (the " Transaction "). Under the terms of the Arrangement Agreement, shareholders of Revolve (the " Shareholders ") will have the option to receive, either: (i) $0.23 in cash for each Share held (the " Cash Consideration ") or (ii) one Class B Unit of WPS for every 10,000 Shares (the " Unit Consideration " and together with the Cash Consideration, the " Consideration "), at the Shareholder's election. Shareholders that do not make an election will receive the Cash Consideration.
The Cash Consideration represents a premium of 31.4% to the closing price of the Shares on the Canadian Securities Exchange (the " CSE ") on September 14, 2026, and a premium of 32.3% based on the 20-day volume weighted average price (the " VWAP ") of the Shares on the CSE as of September 14, 2026.
Transaction Highlights
Attractive premium for Shareholders . The Cash Consideration of $0.23 per Share represents a premium of 31.4% to the closing price of the Shares on the CSE on September 14, 2026, and a premium of 32.3% based on the 20-day VWAP of the Shares on the CSE as of September 14, 2026;
Certainty of Cash Consideration . The option to receive Cash Consideration for their Shares provides Shareholders with immediate and certainty of value.
Value proposition of Unit Consideration . The Unit Consideration being offered provides Shareholders the opportunity to retain an equity investment in the Purchaser following completion of the Transaction and participate in any potential future growth and value appreciation of the business.
Cash Value Supported by Fairness Opinion . ATB Cormark Capital Markets (" ATB "), has provided the Board (as defined herein) and the Special Committee (as defined herein) with a verbal fairness opinion stating that, as of September 14, 2026, subject to the assumptions, limitations and qualifications set out in their opinion, the Cash Consideration to be received by Shareholders pursuant to the Transaction is fair, from a financial point of view, to the Shareholders.
Special Committee Oversight . The Special Committee (as defined herein), which is comprised entirely of independent directors, oversaw, reviewed and directly participated in the negotiations of the Transaction and the Arrangement Agreement.
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Transaction Details
The Transaction will be implemented by way of a statutory plan of arrangement under the BCBCA.
WPS is an affiliate of Callaway Capital Management, LLC (" Callaway "), a related party of the Company within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (" MI 61-101 "). Callaway is a related party of the Company as Callaway beneficially owns, or exercises control or direction over, directly or indirectly, securities of the Company carrying more than 10% of the voting rights attached to the Company's outstanding voting securities, assuming the conversion of convertible securities held by Callaway. As a result, the Transaction constitutes a "business combination" under MI 61-101. The Company is relying on an exemption from the formal valuation requirements of MI 61-101 available on the basis that the securities of the Company are not listed on specified markets.
Completion of the Transaction is subject to customary conditions, including court, regulatory and CSE approval and the approval of (i) at least two–thirds of the votes cast by Shareholders by proxy or at the Shareholder meeting to consider the Transaction (the " Meeting "); and (ii) a simple majority of the votes cast by Shareholders by proxy or at the Meeting and any other Shareholders excluded for the purposes of any "minority approval" under MI 61-101.
In connection with the Transaction, the directors and officers of the Company, holding in aggregate approximately 19.49% of the issued and outstanding Shares, have entered into voting and support agreements with WPS, pursuant to which they have agreed to vote all of their Shares in favour of the Transaction.
The Arrangement Agreement contains customary representations, warranties and covenants, including customary non-solicitation covenants from Revolve, subject to customary "fiduciary out" provisions, as well as "right to match" provisions in favour of WPS. A termination fee of approximately $500,000 is payable by Revolve to WPS in certain circumstances and a reverse termination fee of approximately $700,000 is payable by WPS to Revolve in certain other circumstances as is customary in transactions of this nature.
Subject to the satisfaction of all conditions to the Arrangement Agreement, the Transaction is anticipated to be completed in the fourth quarter of 2026. Upon closing of the Transaction, the Shares are expected to be delisted from the CSE as well as the OTCQB market and Revolve is expected to cease to be a reporting issuer if permitted under applicable Canadian securities laws. No finder's fees are payable in connection with the Transaction.
Copies of the Arrangement Agreement will be publicly filed by Revolve on its profile on SEDAR+ at www.sedarplus.ca . Additional details regarding the terms and conditions of the Transaction, the background to the Transaction and the rationale for the recommendation made by the Special Committee and the Board will be set out in the management information circular to be mailed to Shareholders in connection with the Meeting and filed by Revolve on its profile on SEDAR+ at www.sedarplus.ca .
Voting Recommendation and Fairness Opinion
In connection with the evaluation of the Transaction, the board of directors of Revolve (the " Board ") formed a special committee of independent directors (the " Special Committee "). Upon the unanimous recommendation of the Special Committee, and in consultation with its financial and legal advisors, the Board has determined that the Consideration to be received by Shareholders pursuant to the Transaction is fair, from a financial point of view, to Shareholders and that the Transaction is in the best interests of Revolve. The Board recommends that Shareholders vote in favor of the Transaction.
In connection with its review and consideration of the Transaction, the Special Committee retained ATB as its financial advisor. ATB has provided a verbal fairness opinion to the Special Committee and the Board to the effect that, as of September 14, 2026, subject to the assumptions, limitations and qualifications set out in their opinion, the Cash Consideration to be received by Shareholders pursuant to the Transaction is fair, from a financial point of view, to the Shareholders.
Early Warning Disclosure pursuant to National Instrument 62-103
Further to the requirements of National Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues , Callaway will file an early warning report in connection with the Transaction and the proposed acquisition of all the Shares by WPS. A copy of Callaway's related early warning report will be filed with the applicable securities commissions and will be made available on the Company's issuer profile on SEDAR+ at www.sedarplus.ca . Further information and a copy of the early warning report of Callaway may be obtained by contacting Callaway at 818 18th Avenue South, Suite 925, Nashville, Tennessee, 37203, US, Phone: 1 (202) 866-0901.
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 : 36.2 MW (net) of operating assets under long term power purchase agreements across the US, 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.
About WPS
Whitfield Power Solutions LLC, is an affiliate of Callaway and was established to focus on the development of digital infrastructure projects across North America.
Forward-looking Statements
Certain statements in this press release constitute "forward-looking statements" which involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any future results, performance or achievements expressed or implied by such statements. These forward-looking statements include, among others, statements relating to the anticipated benefits and other impacts of the Transaction, Revolve's business, financial condition and prospects, the required court, regulatory, shareholder and other approvals, the satisfaction or waiver of closing conditions for the Transaction, the mailing and contents of the management information circular and the timing thereof, the anticipated date of the Meeting, the anticipated timing of the closing of the Transaction, the delisting of the Shares from the CSE, the expected application to have Revolve cease to be a reporting issuer following completion of the Transaction, the strategic rationale for combining Revolve and WPS, the expected benefits and synergies of the combined company's integrated power-and-AI-compute platform, the combined company's business strategy and growth plans, and management's expectations regarding market conditions and competitive positioning. Words such as "expects", "anticipates", "projects", "intends", "plans", "will", "believes", "seeks", "estimates", "should", "may", "could", and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are based on current expectations and beliefs and actual events or results may differ materially.
Although the Company believes that the forward-looking statements in this news release are based on information and assumptions that are current, reasonable and complete, these statements are by their nature subject to a number of factors that could cause actual results to differ materially from the expectations of the management of the Company and plans as set forth in such forward-looking statements, including, without limitation, the following factors, many of which are beyond the Company's control and the effects of which can be difficult to predict: the possibility that the Transaction will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, required court, shareholder and regulatory approvals and other conditions of closing necessary to complete the Transaction or for other reasons; the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Transaction; risks relating to the Company's ability to retain and attract key personnel during the interim period; the possibility of litigation relating to the Transaction; credit, market, currency, operational, liquidity and funding risks generally and relating specifically to the Transaction, including changes in economic conditions, interest rates, commodity prices, tariffs, duties and import taxes; and/or factors beyond their control which could have a material adverse effect on the Company, or the ability to consummate the Transaction; risks related to the integration of Whitfield and the ability of the combined company to realize the anticipated benefits of the Transaction; and risks and uncertainties related to the combined company's data center development plans, the AI compute and data center industry, and the competitive landscape. With respect to the forward-looking statements contained in this news release, the Company has made numerous assumptions regarding, among other things, the ability of the Company to satisfy all of the closing conditions to complete the Transaction, the combined company's ability to successfully integrate and execute on its business strategy and the non-occurrence of the risks and uncertainties that are described in the public filings of the Company or other events occurring outside of our normal course of business.
The Company cautions that the foregoing list of important factors and assumptions are not exhaustive and other factors could also adversely affect its results. For more information on the risks, uncertainties and assumptions that could cause the Company's actual results to differ from current expectations, please refer to the "Risk and Uncertainties" section of the Company's Management's Discussion & Analysis for the three months ended March 31, 2026 as well as the Company's other public filings, available at sedarplus.ca.
The forward-looking statements contained in this news release describe the Company's expectations at the date of this news release and, accordingly, are subject to change after such date. Except as may be required by applicable Canadian securities laws, the Company does not undertake any obligation to update or revise any forward-looking statements contained in this news release, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements.
The Canadian Securities Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the contents of this press release.
No Offer or Solicitation
Communications in this press release do not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. None of the securities anticipated to be issued pursuant to the Transaction have been or will be registered under the Securities Act of 1933, as amended (the " Securities Act "), or any state securities laws, and any securities issued in the Transaction are anticipated to be issued in reliance upon available exemptions from registration requirements pursuant to Section 3(a)(10) of the Securities Act and applicable exemptions under state securities laws. The securities that may be issued in the Transaction have no established trading market. WPS will have no obligation to, and does not intend to, list such securities for trading on any securities exchange nor to register such securities for resale under the Securities Act.
SOURCE Revolve Renewable Power Corp.
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