An anonymous director reports

REVOLUGROUP TERMINATES CONVERTIBLE LOAN AGREEMENT AND ANNOUNCES LETTER OF INTENT

Revolugroup Canada Inc.'s board of directors has approved and taken the necessary steps to terminate, for cause, the convertible loan agreement dated April 23, 2025, with Brinks Resources Ltd.

Following a review of the agreement in the context of the company's regulatory obligations, governance standards and continuing efforts to address its cease trade order (CTO), the board delivered a formal notice of termination to Brinks in accordance with the terms of the agreement. While the board acknowledges that the financing was undertaken during a period of constrained capital availability, it determined that termination of the agreement was appropriate and in the best interests of the company and its shareholders.

Strategic review and letter of intent

Following the company's termination of the Brinks financing arrangement, the company confirms that it has received a letter of intent from Global Capital Opportunities SL, a Madrid-based investment group, outlining its interest in investing in Revolugroup Canada, subject to final documentation and required approvals.

Global Capital Opportunities has expressed a long-term strategic interest in working with Revolugroup as a platform to evaluate, incubate and develop new business concepts within the information and communications technology (ICT) and financial technology (fintech) sectors. This strategy is intended to support the expansion of complementary businesses that may generate commercial opportunities for RevoluPay while maintaining appropriate operational and regulatory separation.

The company further notes that the letter of intent contemplates customary indemnification protections in favour of the company and its directors and officers in connection with the transition from the prior financing arrangement, subject to final documentation.

Consistent with this strategic direction, the company is also in discussions with a Canadian publicly listed company that develops compliance-focused technology applications for international clients, regarding a potential commercial relationship involving RP Payments SL, the company's Spanish subsidiary, subject to applicable regulatory approvals.

The company believes that structuring such initiatives outside of its core regulated subsidiary allows it to pursue growth opportunities while protecting RevoluPay's regulated operations. Any initiatives would be subject to board approval, appropriate governance and regulatory oversight.

There can be no assurance that any proposed investment or initiative will be completed.

Status of conversion and securities issuance

The company confirms that no conversion of the loan into shares occurred and no securities were issued to Brinks under the agreement.

Due to the CTO, no conversion could lawfully take place, and the company formally notified Brinks of these restrictions. The company is aware of filings made by Brinks with Companies House in the United Kingdom that appeared to reference a purported ownership position of 30 million shares of Revolugroup, which was not consistent with the company's records or regulatory status. No shares were issued, allotted or allocated to Brinks, and no conversion could have occurred without the required regulatory approvals. Shareholders are reminded to rely on company-issued disclosure for accurate information regarding the company's capital structure.

The board confirms that the decision to terminate the convertible loan agreement was based on the company's regulatory and governance circumstances, including the fact that conversion was not legally possible while the CTO remained in place, and the resulting inability to lawfully implement the agreement as contemplated.

Treatment of loan proceeds

The company is reviewing the status of amounts advanced under the prior financing arrangement and assessing permitted expenditures incurred to date in accordance with the terms of the agreement and applicable law. Any remaining matters will be addressed in a manner consistent with the agreement, applicable law and the board's fiduciary duties.

Cease trade order update

The company continues to work toward lifting the CTO and reports meaningful progress.

The company has received the substantial majority of the related party confirmation letters requested by its auditor and is awaiting the return of a small number of remaining confirmations and supporting information as part of standard audit procedures. With the related party confirmation process largely complete, the company believes it is in the advanced stages of completion of the outstanding audit work, subject to the receipt and review of this remaining information.

The board thanks shareholders for their continued patience and support and believes that completion of this work will further strengthen the company's governance and compliance framework.

Governance and risk management

The company expects that any new business initiatives, if pursued, would be structured through separate subsidiaries, where appropriate, and would be subject to applicable corporate approvals, regulatory requirements and compliance oversight. The board continues to consult legal, accounting and regulatory advisers to ensure that all actions taken are in compliance with applicable Canadian and Spanish laws and other applicable jurisdictions where relevant.

Board and management update

As of the date of this news release, the company's board of directors comprises Gavin McMillan, Chris Becker and Mab (Jerry) Shahriar. In accordance with TSX Venture Exchange Policy 3.1, Directors, Officers and Corporate Governance, the company confirms that Mr. Shahriar currently serves as the company's sole independent director.

The company acknowledges that it is not presently in full compliance with the exchange's minimum requirements regarding board composition and independence. The board is actively reviewing a number of potential candidates to address this matter, including individuals associated with parties with whom the company is engaged in continuing strategic discussions. Any appointment would be subject to board approval and applicable exchange requirements. Further updates will be disclosed as appropriate.

About Revolugroup Canada Inc.

Revolugroup Canada is a multivertical fintech company publicly traded on the TSX-V under the symbol REVO. Through its subsidiaries and licensed platforms, the company offers global payment processing, remittances, forex (foreign exchange) services and banking-as-a-service (BaaS) infrastructure.

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