Mr. Steve Marshal reports

REVOLUGROUP CANADA INC. ANNOUNCES $2 MILLION PRIVATE PLACEMENT LED BY STEVE MARSHALL

Revolugroup Canada Inc. has arranged a private placement of up to 10 million units at a price of 20 cents each, to raise gross proceeds of up to $2-million. Each unit will consist of one common share and one warrant exercisable to purchase one additional common share at a price of 40 cents each for a period of one year from the date of issuance. The expiry of the warrants may be accelerated at the sole discretion of the company by written notice if the closing price for the common share on the TSX Venture Exchange shall be equal to or greater than 44 cents for a minimum of 10 consecutive trading days. A sizable lead order for this private placement is from chief executive officer Steve Marshall.

The private placement is subject to TSX Venture Exchange approval, and all securities are subject to a four-month-and-one-day hold period. Finder fees may be payable in connection with the private placement, all in accordance with the policies of the TSX Venture Exchange. A portion of the private placement constitutes a related party transaction within the meaning of exchange Policy 5.9 and Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions adopted in the policy. The company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the private placement.

Key private placement allocations

Notable future revenue development goals requiring investment via the cited proceeds include, but are not limited to, strategic sectors for Q1 and Q2 of 2022 and beyond.

Primary card issuer status -- As per news dated Nov. 22, 2021, Revolupay EP SL is in final stage discussions with one of the top-four worldwide card issuers boasting nearly 50 per cent of all credit cards in circulation in the United States and over 50 per cent in Europe. The company has submitted a preliminary petition for associate membership status to begin issuing and acquiring operations. To comply with the recommended paid-up share capital criteria, management unanimously voted on the Dec. 28, 2021, to increase wholly owned subsidiary Revolupay EP share capital by 880,000 euros (approximately $1.26-million) to a total of 1,615,000 euros (approximately $2,312,355). Card issuer status should provide the company with a key competitive advantage engendering the rapid conclusion of numerous pending topics related to revenue generation.

North American market -- The company intends to allocate approximately $125,000 from the proceeds to advanced technology integration specifically associated with the continued deployment of the United States MSB II licence and the analogous Canadian FINTRAC licence to expand 2022 market penetration into North America via its locally domiciled subsidiaries in Vancouver, B.C., and Miami, Fla.

Revolutransfer -- The company intends to allocate approximately $100,000 from the proceeds to conclude the development of Revolutransfer, a key white-label catalyst, and ultimately launch key Forex activities related to Revolurealty and worldwide foreign buyer property acquisitions.

The company intends to utilize the remaining net proceeds from the private placement to accelerate the launch of Revolubet, Revolumed, and Revoluesports, increasing white-label exposure of its current and upcoming revenue verticals in 2022 and for general operating expenses.

Revolupay unique PSD2 licence categories

The company notified shareholders of granting the PSD2 licence on May 21, 2020. While the company immediately introduced the utilization of the primary licence, specific extended categories of the Central Bank approval have remained unexploited. More recently, the company's ability to handle worldwide remittances was initiated. Initially through the self-launched Revolusend platform, Million Bridges and later under white-label-branded Sendity, with other white labels forthcoming. One additional aspect of the specific licence classifications granted to Revolupay was the "issuer of payment instruments." This feature of the PSD2 licence permits Revolupay to ultimately develop into a credit/debit card issuing entity. As cited previously, $1.26-million from the present private placement will ensure Revolupay EP paid-up share capital surpasses the minimum threshold recommended by the top-four worldwide card issuer.

About Revolupay

The company's flagship neo-banking technology is Revolupay, an Apple and Android multinational payment app. Conceived entirely in-house, Revolupay features proprietary, sector-specific technology, of which the resulting source code is the company's intellectual property. Revolupay's built-in features include remittance payments, forex (foreign exchange), crypto-to-fiat exchange, retail and hospitality payments, real estate payments, pay-as-you-go phone top-ups, gift cards and on-line credits, utility bill payments, leisure payments, and travel payments. Revolupay employs blockchain protocols and is squarely aimed at the worldwide multibillion-dollar open banking sector and $595-billion-plus family remittance market. Revolupay is operated by the European wholly owned subsidiary RevoluPay EP SL, situated in Barcelona. Revolupay is a dual-licensed Canadian FINTRAC and European PSD2 payment institution 6900 under the auspices of European Union Directive 2015/2366 with European Union passporting. Revolugroup Canada controls five wholly owned subsidiaries on four continents.

About Revolugroup Canada Inc.

Revolugroup Canada is a multiasset, multidivisional publicly traded Canadian company deploying advanced technologies in: banking, mobile apps, money remittance, mobile phone top-ups, e-gaming, health care payments, e-sports, invoice factoring, on-line travel, vacation resort, blockchain systems and fintech app sectors.

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