Hypercharge Networks Corp. (TSXV: HC | OTC: HCNWF | FSE: PB7) has entered into a non-binding letter of intent to acquire 100% of the equity interests in REVS Charging LLC, a Texas-based electric vehicle charging provider, at an enterprise value of approximately US$4,750,000. The proposed transaction would mark Hypercharge's first US-based operating platform and supports its North American consolidation strategy targeting EV charging businesses with recurring revenue and contracted customers. The parties expect the deal to close in calendar Q3 2026, subject to board approval and TSX Venture Exchange review.

Key Points

  • Hypercharge Networks Corp. (TSXV: HC | OTC: HCNWF | FSE: PB7) announced the letter of intent on September 11, 2026
  • Proposed acquisition of 100% of REVS Charging LLC at an enterprise value of approximately US$4,750,000
  • Consideration structured as US$3M in shares at closing, US$500,000 cash, and up to US$1.25M in deferred share-based payments tied to gross profit milestones
  • Investors may watch for TSXV approval and confirmation of Q3 2026 closing conditions being satisfied

Transaction Structure and Share Consideration for the REVS Acquisition

The purchase price is structured across three components. Closing share consideration valued at US$3,000,000 will be issued in Hypercharge common shares at a deemed price of C$0.23 per share, subject to a six-month lock-up, representing approximately 18.1 million new shares. A cash payment of US$500,000 is payable at closing. Deferred consideration of up to US$1,250,000, payable in common shares across three annual tranches, is contingent on REVS achieving gross profit milestones of US$850,000 in Year 1, US$1,200,000 in Year 2, and US$2,000,000 in Year 3, with deferred shares priced between a floor of C$0.23 and a ceiling of C$0.50.

Interim Loan and Exclusivity Period Supporting the Proposed Deal

As part of the agreement, Hypercharge has committed an interim loan of up to US$200,000 to support REVS's ongoing operations during the exclusivity period. As of the announcement date, US$150,000 had already been advanced. The loan accrues interest at 5% per annum if the transaction is not completed, becoming repayable within six months of termination. If the deal closes, the loan and accrued interest will be extinguished. The parties have a 90-day exclusivity window, which has been extended to September 30, 2026, with the option for up to two additional 30-day extensions.

Strategic Rationale: Establishing Hypercharge's First US Operating Platform

REVS provides turnkey Level 2 EV charging solutions for multifamily, condominium, hospitality, and commercial properties across the United States, offering deployment options that require no upfront capital from property owners. The release states the acquisition would establish Hypercharge's first US operating foothold and advance its strategy of consolidating EV charging businesses with recurring revenue, long-term contracted customers, and synergy potential. The transaction is classified as a Reviewable Transaction under TSXV policy and will not trigger a change of control for Hypercharge. No finder's fee is payable.