Mr. Steve Marshall reports

REVOLUGROUP CANADA INC. REPORTS IT HAS NEGOTIATED A $12.47 MILLION PRIVATE PLACEMENT LED BY EUROPEAN FINANCIALLY REGULATED HBDIG TECHNOLOGIES GMBH

Revolugroup Canada Inc. has negotiated a non-brokered private placement of up to 43 million units at a price of 29 cents each to raise gross proceeds of up to $12.47-million from strategic investor HBDIG Technologies GmbH, a company incorporated in Vienna, Austria, and regulated by the Financial Markets Authority of Austria (FMA). Each unit will consist of one common share and one warrant exercisable to purchase one additional common share at a price of 40 cents each for a period of one year from the date of issuance.

The private placement is subject to TSX Venture Exchange approval, and all securities are subject to a four-month-and-one-day hold period. Finders' fees may be payable in a combination of cash and/or warrants to United Arab Emirates based financial consultancy firm Resina Consulting FZ LLC, headquartered in Fujairah, United Arab Emirates, in connection with the private placement, all in accordance with the policies of the TSX Venture Exchange.

Key private placement allocations

Further to the news release dated Nov. 25, 2022, the company intends to partially utilize the private placement proceeds to accomplish the mutual business development strategy by way of the comprehensive two-year plan to initiate on the day of the closing of the present private placement. The mutual business development strategy agreement also grants HBDIG Technologies the provision of one board member. Further development strategy also seeks to initiate the speedy expansion of numerous financial sectors in which the company already has an operational presence, including centralized compliance fulfilment of KYC (know your customer) and AML (anti-money-laundering) for all adjoined users. The company intends to utilize the remaining net proceeds from the private placement for general operating expenses and working capital.

Equity investment recap

Today's news release is further to and updates all the company's prior news releases regarding the quoted equity investment and investment suitor, including, but not limited to, the Jan. 5, 2023, memorandum of understanding and subsequent six addendums, all in connection with the planned share equity acquisition, up to and including the news release dated April 24, 2023.

About RevoluPay

The company's flagship neo-banking technology is RevoluPay, the Apple and Android multinational payment app. Conceived entirely in-house, RevoluPay features proprietary, sector-specific technology of which the resulting source code is the company's intellectual property. RevoluPay's built-in features include remittance payments, forex (foreign exchange), crypto-to-fiat exchange, retail and hospitality payments, real estate payments, pay-as-you-go phone top-ups, gift cards and on-line credits, utility bill payments, gaming credits, leisure payments, and travel payments. RevoluPay is aimed squarely at the worldwide multibillion-dollar open-banking sector, cross-border forex payments and plus-$595-billion family remittance market. RevoluPay is operated by the European wholly owned subsidiary RevoluPay EP SL, situated in Barcelona. RevoluPay is a licensed U.S. MSB (money services business), Canadian FINTRAC (Financial Transactions and Reports Analysis Centre of Canada) and European PSD2 payment institution (No. 6900), under the auspices of European Union Directive 2015/2366, with EU 27-country passporting, and an official issuer of Visa cards and authorized Visa affiliate member. Revolugroup Canada controls five wholly owned subsidiaries on four continents.

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.

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