Mr. David Bibby reports

HYPERCHARGE ENTERS INTO LETTER OF INTENT TO ACQUIRE REVS CHARGING LLC

Hypercharge Networks Corp. has entered into a non-binding letter of intent, dated May 27, 2026, with REVS Charging LLC, a Texas-based provider of electric vehicle charging solutions, pursuant to which Hypercharge is proposing to acquire 100 per cent of the equity interests in REVS.

The proposed transaction, if completed, would establish Hypercharge's first United States-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 $4.75-million (U.S.), 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 $3-million (U.S.), payable in common shares of the company at closing, to be issued at a deemed price of 23 cents per common share and subject to a six-month lock-up;
• Closing cash consideration of $500,000 (U.S.) payable at closing;
• Deferred consideration up to $1.25-million (U.S.), payable in common shares, in three annual tranches, contingent on REVS meeting gross profit performance milestones of (i) $850,000 (U.S.) in year 1, (ii) $1.2-million (U.S.) in year 2 and (iii) $2-million (U.S.) 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 23 cents per common share and a ceiling price of 50 cents per common share.

As part of the proposed transaction, the company has agreed to provide REVS with an interim loan of up to $200,000 (U.S.) during the exclusivity period to support REVS's continuing operations, repayable to the company if the proposed transaction is not completed. As of the date of this press release, the company has advanced $150,000 (U.S.) 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 $50,000 (U.S.). Should the transaction not be completed or upon termination of the LOI, the loan will become payable within six months from the termination date, with interest to accrue at 5 per cent 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 Sept. 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 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 approximately 7.6 million 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 TSX Venture Exchange approvals.

About Refuel Electric Vehicle Solutions (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.

About Hypercharge Networks Corp.

Hypercharge Networks 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 toward 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.

We seek Safe Harbor.