VANCOUVER, British Columbia, Sept. 11, 2026 (GLOBE NEWSWIRE) -- Hypercharge Networks Corp. (TSXV: HC OTC: HCNWF: FSE: PB7) (the "Company" or "Hypercharge"), a leading EV charging operator, is pleased to announce that it has entered into a non-binding letter of intent, dated May 27, 2026, with REVS Charging LLC ("REVS"), a Texas-based provider of electric vehicle charging solutions, pursuant to which Hypercharge is proposing to acquire 100% of the equity interests in REVS (the "Proposed Transaction").
The Proposed Transaction, if completed, would establish Hypercharge's first US-based operating platform and accelerate the Company's strategy of consolidating attractively valued EV charging businesses with recurring revenue, long-term contracted customers and meaningful opportunities for operating synergies as the Company scales its operations across North America.
The Proposed Transaction
The Proposed Transaction values REVS on an enterprise basis at approximately US$4,750,000, subject to customary closing adjustments for working capital, indebtedness, and transaction expenses. The purchase price is payable as follows:
- Closing share consideration with an aggregate value of US$3,000,000, payable in common shares of the Company (the "Common Shares") at closing, to be issued at a deemed price of C$0.23 per Common Share and subject to a six-month lock-up;
- Closing cash consideration of US$500,000 payable at closing; and
- Deferred consideration up to US$1,250,000, payable in Common Shares, in three annual tranches, contingent on REVS meeting gross profit performance milestones of (i) US$850,000 in Year 1, (ii) US$1,200,000 in Year 2, and (iii) US$2,000,000 in Year 3. The Common Shares issuable as deferred consideration will be priced based on the 20-day volume-weighted average trading price of the Common Shares as of the applicable issuance date, subject to a floor price of C$0.23 per Common Share and a ceiling price of C$0.50 per Common Share.
As part of the Proposed Transaction, the Company has agreed to provide REVS with an interim loan of up to US$200,000 (the "Loan") during the exclusivity period to support REVS' ongoing operations, repayable to the Company if the Proposed Transaction is not completed. As of the date of this press release, the Company has advanced US$150,000 to REVS under the Loan. REVS must submit a written request for drawdown on the loan with written approval from Hypercharge to advance funds in increments of US$50,000. Should the transaction not be completed or upon termination of the LOI, the loan will become payable within 6 months from the termination date, with interest to accrue at 5% per annum. Upon closing of the transaction, the loan and interest shall be extinguished. The parties have agreed to a 90-day exclusivity period, which may be extended by up to two additional 30-day periods. The parties extended exclusivity until September 30, 2026, as part of this Proposed Transaction.
The Proposed Transaction is subject to the Hypercharge's board of directors' approval and will not trigger a change of control for Hypercharge. The Proposed Transaction is classified as a Reviewable Transaction under TSX Venture Exchange (the "TSXV") policy guidelines. New shares issued as part of this transaction are ~18.1M new shares as part of the closing share consideration with a potential of up to ~7.6M if REVS achieves their GP targets for the deferred consideration, as outlined above.
No finder's fee is payable and there are no relationships with any non-arm's length parties pursuant to the Transaction or the Loan.
The parties expect the Proposed Transaction to close in calendar Q3 2026, subject to the satisfaction of customary closing conditions and receiving the requisite TSXV approvals.
About REVS
Refuel Electric Vehicle Solutions (REVS) is a full-service electric vehicle (EV) charging company providing turnkey Level 2 charging solutions for multifamily, condominium, hospitality, and commercial properties across the United States. With deep expertise in commercial real estate and EV infrastructure, REVS helps property owners, managers, and developers plan, finance, install, operate, and manage charging stations, including opportunities for deployment with no upfront capital investment. Learn more: https://www.refuelevs.com/.
About Hypercharge
Hypercharge Networks Corp. (TSXV: HC; OTC: HCNWF; FSE: PB7) is a leading provider of smart electric vehicle (EV) charging solutions for residential and commercial buildings, fleet operations, and other rapidly growing sectors. Driven by its mission to accelerate EV adoption and enable the shift towards a carbon neutral economy, Hypercharge is committed to offering seamless, simple solutions, including industry-leading hardware, innovative and integrated software, and comprehensive services, backed by a robust network of public and private charging stations. Learn more: https://hypercharge.com/.
On behalf of the Company,
Hypercharge Networks Corp.
David Bibby, President & CEO
Contact
Media & Investor Relations:
Kyle Kingsnorth, Head of Marketing
kyle.kingsnorth@hypercharge.com | +1 (888) 320-2633
Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. More particularly and without limitation, this news release contains forward-looking statements regarding anticipated benefits of the acquisition, including the expansion of Hypercharge's presence in Texas, growth in total ports under management, increased recurring revenue, and Hypercharge's integration and growth plans in the United States. Forward-looking statements are often identified by terms such as "may", "could", "should", "anticipate", "will", "estimates", "believes", "intends", "expects" and similar expressions which are intended to identify forward-looking statements. Forward-looking statements are inherently uncertain, and the actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of the Company. Readers are cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Company. Readers are further cautioned not to place undue reliance on any forward-looking statements, as such information, although considered reasonable by management of the Company at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
The forward-looking statements contained in this news release are made as of the date of this news release, and are expressly qualified by the foregoing cautionary statement. Except as expressly required by applicable securities law, the Company undertakes no obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.
