Mr. Gavin McMillan of Revolugroup reports

REVOLUGROUP AND GLOBAL COMPLIANCE APPLICATIONS CORP. ANNOUNCE STRATEGIC ALLIANCE WITH RP PAYMENT SERVICES

Revolugroup Canada Inc. and Global Compliance Applications Corp. (GCAC) have executed a non-binding memorandum of understanding, dated Jan. 6, 2026, outlining a proposed strategic investment and operational partnership involving RP Payment Services SL, a regulated Spanish subsidiary within the Revolugroup group.

Under the proposed framework, RP Payment Services would continue to operate within the Revolugroup group structure and be governed jointly by Revolugroup and GCAC, with equal board representation. Subject to definitive agreements and applicable regulatory and exchange approvals, GCAC would provide operational management support services, subject to oversight by a jointly governed board, with Revolugroup retaining approval authority over defined strategic, regulatory and risk-related matters. This governance-led structure is intended to align operational expertise with disciplined oversight, enabling the platform to scale responsibly while maintaining strong regulatory standards and appropriate shareholder protections.

Ryan Gibson, chief executive officer of Global Compliance Applications, said: "We're excited to bring together RP Payment Services' regulated European platform and our technology to jointly scale the business, support new clients and build a MiCA-ready [Markets in Crypto-Assets] solution purpose built for growth in a highly regulated environment. Bringing fiat on-ramps, crypto off-ramps, coupons and secure communications into a single wallet is not just a UX [user experience] improvement -- it fundamentally changes the unit economics, engagement model and trust layer of digital commerce. With this partnership, we have a unified wallet that combines money movement plus incentives plus communication, all settled fast, low cost and securely on ethereum L2. We are turning a wallet from a passive payment tool into a turnkey active commercial operating system, which will make a difference in creating loyalty with our users over other wallets."

Building a compliance-driven, MiCA-ready RP payment platform

RP Payment Services forms a core component of Revolugroup's European crypto-to-fiat capabilities, supporting RevoluEx and enabling digital assets to move into everyday, regulated payment use. The platform provides a foundation for connecting crypto activity with real-world financial services across the RevoluPay ecosystem.

The MoU is focused on building upon that foundation. By integrating advanced compliance and onboarding technology, the parties see a clear opportunity to expand the platform under Europe's MiCA regulatory framework. This approach is designed to support larger clients, more sophisticated use cases and long-term growth in a market where regulatory standards are high and trust is essential.

Subject to regulatory approvals, the integration of GCAC's Efixii compliance technology is expected to enhance how clients are onboarded, monitored and supported across the platform. The objective is a unified, compliance-first payments solution designed to operate and scale responsibly within European markets.

Alfredo Manresa, chief executive officer of RevoluPay EP SL, commented: "This MoU is an exciting step forward for our European operations. It allows us to deepen our MiCA-aligned compliance capabilities while expanding the platform to support new clients and growth opportunities in a highly regulated environment."

Indicative investment structure and approvals

Under the proposed framework, GCAC would acquire up to a 50-per-cent interest in RP Payment Services on an indicative, non-binding basis. RP Payment Services would remain within the Revolugroup group, with Revolugroup retaining at least a 50-per-cent ownership interest, joint governance, and approval rights over defined strategic, regulatory and risk matters.

The indicative consideration under discussion consists of 150,000 euros in cash (approximately $243,000) and up to 88 million common shares of Global Compliance Applications issued at 0.5 cent per share ($440,000), representing aggregate indicative consideration of approximately $683,000, subject to final structure, due diligence and definitive documentation. Any investment would be applied at the subsidiary level to support regulatory licensing, compliance infrastructure and business development within RP Payment Services.

Gavin McMillan, director of Revolugroup Canada, added: "This partnership allows us to recognize the value of RP Payment Services SL and move forward with new capital, revenue opportunities and operational focus, supported by aligned partners and proven governance, in a way that strengthens the business while protecting our shareholders from dilution."

The MoU is non-binding, except for customary confidentiality and governing law provisions. Completion of the proposed transaction remains subject to due diligence, the execution of definitive agreements, and receipt of all required regulatory, exchange and corporate approvals. There can be no assurance that a definitive transaction will be completed.

About Revolugroup Canada Inc.

Revolugroup Canada is a multivertical fintech (financial technology) company publicly traded on the TSX Venture Exchange 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.

About Global Compliance Applications Corp.

Global Compliance Applications is a technology company specializing in compliance, onboarding and data integrity solutions for regulated industries all the way to the end-user experiences, inclusive of permission-based data collection, coupons and offers on the blockchain. Its Efixii platform, developed on an ethereum Layer 2 blockchain, leverages blockchain and machine-learning technology to support secure, scalable business operations, fast transaction processing, end-user communications and loyalty. GCAC works in many agricultural industries, providing a value-added blockchain offering through a cost-effective SaaS (software-as-a-service) licensing model.

Board and management update

As of the date of this news release, the company's board of directors comprises Mr. McMillan, Chris Becker and Mab (Jerry) Shahriar. In accordance with TSX-V Policy 3.1, the company confirms that Mr. Shahriar currently serves as its 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 potential candidates to address this matter, and the company expects to bring its board composition into full compliance with exchange requirements as part of its continuing governance remediation efforts. Any appointment would be subject to board approval and applicable exchange requirements. Further updates will be disclosed as appropriate.

We seek Safe Harbor.