An anonymous director reports

REVOLUGROUP CANADA INC. ANNOUNCES THE RECEPTION OF A SUBSCRIPTION OFFER FOR A PRIVATE PLACEMENT IN CASH FROM THE COMPANY MERIDIEN HOLDINGS INC.

Revolugroup Canada Inc. has received a subscription offer for a private placement of $7-million in cash from Meridien Holdings Inc., whose director is Erik Aaron Lara Riveros.

The principal terms of the proposed subscription are as follows:

• Private placement subscription offer of $7-million in cash at a value of five cents per share from Meridien Holdings Inc. whose director is Mr. Riveros;
• Said subscription must be accompanied by an issuance of warrants for the same number of shares at a value of 15 cents, exercisable in 12 months;
• Once the transaction is approved by the competent authorities, Meridien requests to occupy three of the five positions on the board, offering the chief executive officer position to Gavin McMillan.

With this new offer, Revolugroup is following the standard process for studying its suitability given the regulated nature of the payment activities carried out by some of the group's companies.

Revolugroup means that any operation in this sense must be communicated to the competent regulators and especially significant is the authorization required by the Bank of Spain, which could oppose both the change of the significant shareholder of Revolugroup and the sale of Revolupay.

For these reasons, the board has determined to request to the potential suitor detailed information from the offering company on the following points:

• Source of funds;
• Payment guarantees;
• Information on the shareholders behind the company that is making the offer;
• New business plan that is proposed since Revolugroup does not know its nature and there are high-risk activities that would not be accepted, such as on-line casinos, porn, tarot, pyramid schemes and also certain businesses related to crypto assets.

Message of the board of directors

"We are studying this new offer with the greatest interest and diligence, and the information required has already been requested from the offering company, once it is received, will be evaluated by our multidisciplinary team to determine if this offer meets the minimum requirements to be eligible and viable at an economic and regulatory level.

"Simultaneously, we are continuing with the negotiations with the U.K. Fintech Group previously announced on NR [news release] dated June 18, 2024, for the sale of Revolupay for a purchase price of approximately $4.3-million. Currently, the negotiation is in the process of developing the SPA [share purchase agreement] document, which must be agreed upon in all its details by the parties."

About Revolugroup Canada Inc.

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

We seek Safe Harbor.