An anonymous dissident reports

REVOLUGROUP PROXY SHAREHOLDER GROUP ISSUES ESCALATION NOTICE TO SHAREHOLDERS

A group of shareholders representing over 10 per cent of the issued and outstanding shares of Revolugroup Canada Inc. is compelled to issue this formal statement in response to continuing failures by the company's board of directors to implement agreed-upon governance reforms, disclose material financial agreements or comply with continuous disclosure obligations.

Despite a public announcement on June 17, 2025, by the company acknowledging the shareholder proposal submitted on May 31, 2025, none of the proposed board resolutions have been adopted or executed. This includes the non-appointment of Juan Cruz Nuez as the shareholder-nominated executive director, a step which the board itself had welcomed publicly.

Non-implementation of resolutions

The proxy shareholder group provided the board with a formal directors' resolution on June 27, 2025, detailing clear steps to:

• Appoint a qualified director;
• Authorize creditor negotiations;
• Approve and secure a $350,000 loan to settle liabilities.

Despite the board's prior request for this formal narrative and structure, the resolution remains unsigned and unexecuted. No explanation has been offered.

Undisclosed loan, breach of disclosure obligations

Director Gavin McMillan has acknowledged in writing that the company has received loan funding. Yet no public disclosure has been made regarding:

• The amount received;
• The identity of the lender;
• The terms or duration of the loan;
• Any assets or subsidiaries pledged as collateral.

This failure to disclose constitutes a likely breach of TSX-V Policy 3.3 (Timely Disclosure) and CSA National Policy 51-201 (Section 4.3), which explicitly require public issuers to disclose any borrowing of funds or mortgaging of assets as material information.

During a cease trade order (CTO), such non-disclosure not only violates regulatory policy but also signals a troubling disregard for basic governance obligations.

Inappropriate governance conduct

Further concern arises from Mr. McMillan's recent communication encouraging a proxy group leader to engage privately with an unnamed third party (Patrick) on WhatsApp regarding the company's financial future. This individual has not been publicly disclosed as a company officer or consultant.

The proxy shareholder group views this as a breach of fiduciary protocol, a potential violation of confidentiality and a serious failure in governance transparency.

Shareholder position and next steps

The proxy shareholder group reaffirms that:

• The May 31, 2025, proposal remains active and enforceable.
• The failure to adopt the resolutions or admit the proposed director is a direct obstruction of governance reform.
• Any further delays or obstructions may trigger escalation under Section 167 of the BCBCA to requisition a formal shareholder meeting.

Shareholders are strongly encouraged to contact the company and demand:

• Immediate disclosure of any financial agreements;
• Clarification on who is influencing board decisions;
• Accountability for the continued failure to act in accordance with stated commitments.

The proxy shareholder group is prepared to continue engaging with regulators, legal counsel and fellow shareholders to restore transparency, protect investor interests and relist the company under responsible management.