Mr. Steve Marshall reports

REVOLUGROUP CANADA INC. SIGNS BINDING EQUITY INVESTMENT MOU

Revolugroup Canada Inc. has signed a binding MOU (memorandum of understanding) dated Jan. 5, 2023, defining a potential share equity acquisition by a European financially regulated entity allied to a UAE (United Arab Emirates) based financial consultancy firm. The company issues the current news release in conformity with Policy 85, section B of the Securities Act, as it pertains to disclosure of material change.

Contemporary chronology of the equity investment talks

On Dec. 13, 2022, the company submitted multiple agreement amendments to the potential acquirers. Management received formal approval and acceptance of said amendments on Jan. 4, 2023. The company expediently remitted to the parties a binding MOU (memorandum of understanding), including, but not limited to, a sizable financial penalty clause should the acquirers, for any reason, fail to conclude the transaction. The MOU was approved and signed by all parties on Jan. 5, 2023. The MOU outlines a defined road map and chronology toward the successful and prompt conclusion of the underlying agreed and now-binding terms of the equity investment. Since transactions of this nature require Toronto Venture Exchange (TSX-V) acceptance, the company expects to submit the mandatory petition before the markets close today, Jan. 6, 2023. Management will ensure shareholders remain closely informed of the continuing progress and developments.

Management and employee trading blackout in force

Management unanimously agreed that the signing of the binding MOU surpasses the threshold of contractual materiality as it pertains to Policy 85, Section B of the Securities Act in specific reference to material change. As such, from the date of the signature of the MOU on Jan. 5, 2023, a management-imposed insider and employee trading blackout shall be in force. Said blackout will remain effective until a formal, publicly disseminated outcome of this anticipated equity investment is issued.

Current status of the equity investment

While the proposed transaction negotiations now include a binding obligation between the parties, there can be no assurance that any definitive agreement, tender, or investment will be completed.

About Revolugroup Canada Inc.

Revolugroup Canada is a multiasset, multidivisional, publicly traded Canadian Company deploying advanced technologies in: banking, mobile applications, money remittance, cross-border forex payments, mobile phone top-ups, gaming, health care payments, e-sports, invoice factoring, on-line travel, vacation resort, blockchain systems and fintech app sectors. The company has approximately 192,356,376 shares issued and outstanding.

We seek Safe Harbor.