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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”).
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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.
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The Proposed Transaction
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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:
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- 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
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- 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.
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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.
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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.
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