An anonymous director reports

REVOLUGROUP SECURES $7 MILLION PRIVATE PLACEMENT INVESTMENT FROM MERIDIEN HOLDINGS

Revolugroup Canada Inc. and Meridien Holdings LLC have signed a memorandum of understanding (MoU) detailing an innovative and comprehensive investment strategy of up to $7-million private placement to enhance Revolugroup's financial stability and operational capacity.

This pivotal agreement, entered on July 24, 2024, represents a significant milestone in its shared journey, securing essential capital and a partnership that supports ambitious growth and expansion plans. Funds proceeding from the placement will be applied to expanding the company's current business in the payment industry and for general working capital.

Key highlights

Meridien has outlined an innovative global business strategy that includes strategic partnerships aimed at enabling Revolugroup to expand its global payment capabilities. To support this vision and ensure smooth and successful growth, Meridien is committing up to $7-million private placement investments.

This strategic equity and market partnership will unfold as follows:

• Stage 1 involves Meridien Holdings acquiring 22,635,530 warrants and 11,317,765 shares, beginning with an initial tranche of 3,843,750 warrants that will be exercised to provide an immediate capital infusion into Revolugroup. This crucial phase will establish Meridien Holdings as the principal shareholder of Revolugroup, demonstrating its commitment and support while securing two key board positions: chief executive officer and chairman.
• Stage 2 -- Subjected to the approval of the TSX Venture Exchange, Meridien Holdings is immediately subscribing a dedicated private placement of up to $7-million in new shares accompanied by an issuance of warrants for the same number of shares exercisable in a 12-month period.

This phase will begin with a minimum investment of $500,000 in new shares at five cents per share, accompanied by an equal amount of warrants at 15 cents per warrant. This structured investment will provide sustained financial support and strategic guidance, ensuring the continued growth and stability of Revolugroup. In this stage, Meridien Holdings will obtain a third board position, further solidifying the economic future of Revolugroup.

Following the initial minimum investment of $500,000, Meridien Holdings will continue to invest up to $7-million over 12 months. This phased investment strategy ensures a steady and reliable infusion of capital while providing the flexibility to meet regulatory requirements and adapt to evolving market conditions.

Erik Lara Riveros, chief executive officer of Meridien Holdings, stated: "We are thrilled to partner with Revolugroup, a company that has demonstrated financial licenses capacities and innovation. We are committed to creating a global, scalable model that leverages Revolugroup's existing and future financial licences and infrastructure, a conversation that started several months ago. Together, we will accelerate our business road map, enhance economic returns and expand our footprint in key markets. We would also like to extend our gratitude to the investors for their patience and resilience during this period. This strategic collaboration is designed to deliver substantial value to all stakeholders and we look forward to achieving new heights in the financial technology sector."

Message from the board of directors of Revolugroup: "We are very excited about this new phase for Revolugroup. We have been working very hard on the best option for Revolugroup, actively listening to our investors."

We seek Safe Harbor.