Mr. Steve Marshall reports

REVOLUGROUP CANADA INC. REMITS FORMAL DEMAND TO UNRESPONSIVE HBDIG TECHNOLOGIES GMBH AND DIRECTOR ERIK AARON LARA RIVEROS

Revolugroup Canada Inc. has provided an update to its April 26, 2023, proposed 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).

Highlights:

• HBDIG Technologies and director Erik Aaron Lara Riveros unresponsive over 15 days;
• Certified requisition letter remitted July 3, 2023, solicits immediate contractual fulfilment;
• Unanimous management resolution dated July 7, 2023, authorizes legal recourse exploration;
• Formal requisition solicits payment of $12.47-million investment proceeds;
• Formal requisition solicits payment of contractually agreed $676,809 non-performance penalty;
• Formal letter of July 3, 2023, annuls Oct. 14, 2022, investment exclusivity;
• TSX Venture Exchange approves second 30-day private placement extension until Aug. 10, 2023.

Unresponsive HBDIG Technologies and Mr. Riveros

Over the past 15 days, management's repeated attempts to contact HBDIG Technologies and Mr. Riveros have proved unsuccessful. At the same time, management has commenced exploring legal recourse. Still, management wishes to inform shareholders that the lack of response may have a perfectly rational explanation, primarily based on previous health matters. However, until such a formal response is received, management must remain pro-active by pursuing the best interests of shareholders, which may include enforcement of contractual terms through legal recourse.

Certified letter remitted July 3, 2023, to HBDIG Technologies Austrian headquarters

As a procedural precursor to possible legal action, the company remitted a certified delivery requisition letter to HBDIG Technologies and Mr. Riveros on July 3, 2023, soliciting immediate contractual fulfilment: namely, the appropriate remission of the contractually agreed $12.47-million to the company or, in case of contractual retraction, the sum of the contractually agreed non-performance penalty of $676,809.

Unanimous July 7, 2023, management resolution authorizes exploration of legal recourse

On July 7, 2023, management unanimously approved the initiation of preliminary exploratory avenues of legal recourse in case HBDIG Technologies and Mr. Riveros fail to perform or reply to the certified requisition letter remitted on July 3, 2023.

Formal requisition demands payment of $12.47-million investment proceeds

In compliance with all preceding accords up to and including the signed share subscription agreement dated April 25, 2023, the company has demanded the immediate remission of the contractually agreed $12.47-million.

Formal requisition demands payment of $676,809 non-performance penalty

The company reminds shareholders that, per the Jan. 6, 2023, and April 19, 2023, news releases and associated binding HBDIG Technologies memorandum of understanding dated Jan. 5, 2023, a sizable financial penalty clause of $676,809 remains in force should the investor, for any reason, fail to conclude the investment.

Formal July 3, 2023, certified letter revokes investment exclusivity

The certified letter submitted to HBDIG Technologies on July 3, 2023, formally rescinds the Oct. 14, 2022, and sequentially prolonged mutually agreed-upon investment exclusivity. Therefore, on July 7, 2023, management approved immediately recommencing previously suspended negotiations with alternative investors.

New 30-day private placement extension

Further to the news release dated June 12, 2023, regarding the term extension of the negotiated non-brokered private placement, as per the current news release, the principal of the strategic investor HBDIG Technologies, Mr. Riveros, has remained unresponsive for over 15 days. As such, in good faith, the company has sought and received approval from the TSX-V to extend the closing date of the proposed financing for up to 30 days ending on Aug. 10, 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 the 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.

We seek Safe Harbor.