VANCOUVER, British Columbia, Sept. 29, 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 definitive agreement (the "Definitive Agreement"), signed September 28, 2026, to acquire 100% of the equity interests of REVS Charging LLC ("REVS"), a Texas-based provider of electric vehicle charging solutions (the "Transaction"). The Transaction is expected to close on October 1, 2026, subject to customary closing conditions and receipt of the requisite TSX Venture Exchange (the "TSXV") approval.
The Transaction marks an important step in Hypercharge's North American growth strategy by establishing on the ground operations in the United States which will complement the Company’s existing charging network in 14 states today, expanding the Company's portfolio of owned and operated charging infrastructure, and increasing its recurring services and subscription revenue.
Transaction Structure and Consideration
The Transaction values REVS on an enterprise basis up to US$4,750,000 (the "Purchase Price"), subject to customary closing adjustments for working capital, indebtedness and transaction expenses. The Purchase Price is payable as follows:
- Closing share consideration: US$3,000,000 (63% of the Purchase Price), payable in common shares of Hypercharge (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: US$500,000 (11% of the Purchase Price), payable in cash at closing;
- Deferred consideration: up to US$1,250,000 (26% of the Purchase Price), payable in Common Shares over three annual tranches contingent on REVS meeting gross profit performance milestones of US$850,000 in year 1, US$1,200,000 in year 2, and 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 Transaction, the Company provided REVS with an interim secured loan of US$200,000 (the "Loan") during the exclusivity period under the letter of intent, signed May 27, 2026, to support REVS' ongoing operations. Upon closing of the Transaction, the Loan, together with certain capital expenditure advances made to REVS, and accrued interest shall be extinguished and treated as an equity investment by the Company.
No finder's fee are payable and there are no relationships with any non-arm's length parties pursuant to the Transaction or the Loan.
Strategic and Investment Highlights
- Establishes a U.S. operating platform: REVS provides Hypercharge with an established U.S. business, customer relationships, local operating capabilities, and a foundation for further expansion across North America.
- Expands recurring revenue: REVS generates more than C$1 million in annual charging and services revenue, at a gross margin of >45%, increasing Hypercharge's recurring revenue base.
- Accelerates the owned-and-operated strategy: REVS brings a portfolio of more than 500 owned Level 2 charging ports, together with approximately 700 additional customer-owned charging ports deployed across the United States, bringing Hypercharge's network to over 10,000 sold or owned charging ports across North America.
- Increases flexibility in the U.S. market: An established U.S. operation will allow Hypercharge to serve customers, build local partnerships, and develop sourcing and supplier relationships with greater flexibility amid changing trade policies and tariffs.
- Aligns consideration with future performance: The Transaction combines limited upfront cash consideration, Common Shares issued at a deemed price of C$0.23 per Common Share, and deferred consideration tied to REVS achieving future gross profit milestones.
- Supports a broader M&A strategy: Hypercharge will continue to pursue additional acquisition opportunities that could expand its geographic presence, recurring revenue, and owned-and-operated charging portfolio across North America.
In connection with closing, David Aaronson, Founder and CEO of REVS and its affiliated operating businesses, will join the Company as President of Hypercharge Networks Inc., Hypercharge's U.S. subsidiary.
"This is an important step in Hypercharge's growth strategy. REVS gives Hypercharge an established operating business in the United States. It also expands our recurring revenue base and accelerates our shift toward owning and operating EV charging infrastructure.
“As a Canadian company, we've had to navigate changing trade policies and tariffs. Having operations on the ground in the U.S. gives us more flexibility in how we serve customers, build partnerships, and source equipment. By combining REVS' experience owning and operating charging infrastructure with Hypercharge's technology, purchasing power, and operational capabilities, we have a strong foundation to grow across the U.S. market.
“We've been very deliberate about where we invest our capital and how we grow the business. The structure of this transaction reflects that approach, with limited upfront cash, Common Shares issued at a deemed price of C$0.23 per Common Share, and additional consideration tied to REVS achieving future gross profit milestones. REVS' commitment to preferring Common Shares over upfront cash demonstrates their confidence in the value of Hypercharge and what we can build together. By taking a significant portion of the purchase price in Common Shares, REVS shareholders will participate in the future of the combined business alongside our existing shareholders.
“The Transaction builds on the acquisition of Eddie, which we completed earlier this year. We intend to look for other acquisition opportunities that expand our geographic presence, grow our recurring revenue, and strengthen our ability to own and operate charging infrastructure across North America. We're excited to welcome David Aaronson and the REVS team to Hypercharge and look forward to building on what they've established," said David Bibby, President and CEO of Hypercharge.
"This transaction with Hypercharge marks an important milestone for REVS. By combining our U.S. operating experience and owned charging portfolio with Hypercharge's technology, purchasing power, and operational capabilities, we believe we can accelerate growth and build a stronger North American charging platform," said David Aaronson, Founder and CEO of REVS.
Existing REVS customers can expect uninterrupted service. During the transition period, Hypercharge and REVS will work together to support a seamless customer experience and will share updates with customers as the integration advances.
FMI Capital Advisory Inc. (FMICA) acted as the exclusive financial advisor to Hypercharge Networks Corp. in its acquisition of REVS Charging LLC.
The parties expect the Transaction to close October 1, 2026, subject to the satisfaction of customary closing conditions and receiving the requisite TSX-V approvals.
Marketing Update
Hypercharge has engaged Toronto-based Anchor Point Advisory Services Inc. (“Anchor Point”) to provide investor relations advisory services. Anchor Point will assist the Company with its investor relations strategy, communications with the investment community and investor meetings. Under the terms of the engagement agreement (the “Agreement”), the Company will pay Anchor Point CAD$3,500 per month for an initial term of six (6) months, continuing thereafter on a month-to-month basis unless terminated. In addition, and subject to the approval of the Company’s board of directors, the Company will grant Anchor Point 200,000 incentive stock options exercisable at a price of $0.09 per share for a period of 3 years, vesting in equal tranches every six months over a two-year period. Anchor Point and its principals currently hold no securities of the Company and have no present intention to acquire securities of the Company and are arm’s length to the Company. The Agreement is subject to the acceptance of the TSX Venture Exchange.
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 expertise in commercial real estate and EV infrastructure, REVS helps property owners, managers, and developers plan, finance, install, operate, and manage charging stations, including deployment opportunities 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/.
About FMI Capital Advisory Inc.
FMI Capital Advisory is a leading Toronto-based independent investment bank focused on corporate finance and providing capital markets advisory services.
www.fmicap.com | +1 (416) 777-7300
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. Statements in this news release that are not statements of historical fact may be forward-looking statements. More particularly and without limitation, this news release contains forward-looking statements regarding the expected closing date and completion of the Transaction; receipt of TSXV approval and satisfaction of closing conditions; the expected appointment and role of David Aaronson; the anticipated benefits of the Transaction, including the establishment and expansion of Hypercharge's U.S. operations, growth in recurring revenue and ports sold, owned, or deployed, operating efficiencies, local sourcing and partnerships, and expansion of the owned-and-operated charging model; the integration of REVS; REVS' future gross profit performance and any related deferred consideration; and Hypercharge's plans to pursue additional acquisitions and expand across North America. Forward-looking statements are often identified by terms such as "may", "could", "should", "anticipate", "will", "estimates", "believes", "intends", "expects", "plans", and similar expressions. Forward-looking statements are inherently uncertain and are based on management's current expectations, estimates, assumptions, and beliefs, which may prove to be incorrect. Actual results may differ materially due to known and unknown risks, uncertainties, and other factors, many of which are beyond the Company's control, including, among others: the risk that the Transaction does not close on the anticipated timeline or at all, including as a result of a failure to obtain TSXV acceptance or satisfy closing conditions; risks relating to the integration of REVS and the retention of its key personnel and customers; the risk that REVS does not achieve the gross profit milestones; fluctuations in foreign exchange rates; changes in U.S. and Canadian trade policies, tariffs, and government incentives for EV charging infrastructure; dilution to existing shareholders resulting from the issuance of Common Shares; and the other risk factors described in the Company's continuous disclosure documents available under its profile on SEDAR+ at www.sedarplus.ca. Readers are cautioned not to place undue reliance on forward-looking statements.
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.
