Mr. Ryan Gibson of Global Compliance reports

GCAC AND REVOLUGROUP ANNOUNCE COMMERCIAL DEVELOPMENT AND REVENUE SHARING AGREEMENT

Global Compliance Applications Corp. and Revolugroup Canada Inc. have entered into a master commercial development, MiCA-related transition support and revenue-sharing agreement with RP Payment Services SL and RevoluPAY EP SL.

The agreement establishes a framework under which Global Compliance will support commercial development, business development, client introductions, technology integrations, MiCA-related transition support where applicable, partner development, and revenue-generating initiatives involving RPPS, RevoluPAY and the broader Revolugroup ecosystem, subject to applicable regulatory, compliance, corporate, exchange and operational requirements.

Under the agreement, Global Compliance has been granted certain exclusive commercial development and passporting-related rights for approved opportunities across supported European markets, excluding Spain, where such rights are non-exclusive. These rights remain subject at all times to applicable law, regulatory approval, RPPS and RevoluPAY compliance approval, Revolugroup approval where required, reserved matters, and transaction-specific implementation arrangements.

The parties also intend to pursue selected international opportunities through RevoluPAY's existing partnerships, payment infrastructure and payment rails, where legally available, approved and operationally supported.

RPPS and RevoluPAY will retain all regulatory authority, compliance responsibilities, licence maintenance obligations and regulatory relationships. The agreement is not an acquisition of any regulated entity, licence, authorization or operating asset, and does not transfer control of any regulated activity to Global Compliance.

The agreement is a commercial revenue development arrangement and does not transfer ownership or control of Revolugroup's subsidiaries or core operating assets. Revolugroup retains its existing ownership interests.

As consideration for the rights granted under the agreement, Global Compliance has agreed to issue 20 million common shares to Revolugroup, subject to approval by Global Compliance's board of directors, acceptance by the Canadian Securities Exchange where required, applicable securities laws, and any required hold periods or resale restrictions. No shares will be issued unless and until all required approvals or acceptances are obtained.

The agreement has an initial term of five years and includes revenue-sharing provisions pursuant to which revenues generated from approved commercial activities will be shared in accordance with the revenue-sharing formula set out in the agreement, which provides for an equal sharing model for approved commercial activities, subject to applicable deductions, implementation arrangements, regulatory requirements and the terms of the agreement.

Subject to applicable legal, regulatory, compliance, exchange, corporate and operational requirements, revenues generated through the agreement may provide working capital to support Revolugroup's continuing administrative, legal, accounting, regulatory, audit and public company obligations.

Ryan Gibson, chief executive officer of Global Compliance, stated: "We appreciate the opportunity to work with Revolugroup on this initiative. This agreement provides a practical framework for GCAC and Revolugroup to pursue ordinary-course revenue opportunities by combining compliance technology, blockchain, payments and commercial development capabilities with the payment and digital asset infrastructure associated with RPPS and RevoluPAY. We believe this is a constructive step forward for both companies as we work to develop new commercial opportunities in a disciplined and responsible way."

The agreement is intended to facilitate ordinary-course commercial development and revenue-sharing activities. All regulated activities remain subject to the oversight and approval of RPPS, RevoluPAY and applicable regulatory authorities.

The agreement remains subject to customary implementation requirements, including applicable regulatory, compliance, corporate, subsidiary-level, banking, securities and exchange approvals. There can be no assurance that any specific revenue, transaction, client relationship, regulatory outcome, working capital benefit, European market opportunity, international opportunity or commercial benefit will result from the agreement.

About Global Compliance Applications Corp.

Global Compliance is a global leader in designing blockchain and machine learning solutions for regulated industries. Its leading solution, Efixii, is an Ethereum Layer 2 blockchain specializing in data integrity, compliance and wallet technology.

About Revolugroup Canada Inc.

Revolugroup is a publicly traded company focused on digital payments and related technology.

We seek Safe Harbor.