Mr. Gavin McMillan reports

REVOLUGROUP ANNOUNCES BOARD APPOINTMENTS AND PROVIDES STRATEGIC UPDATE

Revolugroup Canada Inc. has appointed Chris Becker and reappointed Daniel Hernandez to the board of directors. Mr. Becker and Mr. Hernandez bring industry experience that will contribute to the company's strategic planning and corporate governance.

Mr. Becker and Mr. Hernandez will join current directors in supporting the company through its ongoing restructuring and future development. The board of directors, subject to applicable regulatory approvals, including acceptance by the TSX Venture Exchange, will be:

• Gavin McMillan;

• Chris Becker;

• Daniel Hernandez;

• Mab (Jerry) Shahriar.

Note: Mr. Shahriar remains an independent director. Mr. McMillan, Mr. Becker and Mr. Hernandez have each previously held officer or consulting roles with the company within the past three years and are therefore not currently considered independent under applicable securities regulations. In accordance with TSX Venture Exchange corporate governance guidelines, the company acknowledges the requirement for a minimum of two independent directors and proposes to appoint a further independent director in the near term to meet this requirement.

Further, the company is in discussions with strategic investors, some of whom have expressed interest in taking an active role in leadership through executive or board appointments. The chief executive officer position remains vacant, with candidates, including certain external investors, indicating that formal involvement would be considered once financing is secured and the cease trade order is lifted. In the interim, the company continues to operate under the oversight of the board of directors, with all key management and operational decisions made collectively by the board. The company is also considering options to strengthen financial oversight and appointment of chief financial officer as part of its broader restructuring efforts.

Strategic investment opportunities

Revolugroup is currently in discussions with strategic investors who have submitted proposals intended to:

• Provide near-term loan financing to facilitate the revocation process and fulfill regulatory obligations;

• Support payments to key service providers and ensure operational stability;

• Define a long-term growth strategy for RevoluPAY EP, S.L., the company's wholly owned European-licensed payment institution;

• Offer structured equity participation or an acquisition pathway for RevoluPAY.

The board remains focused on evaluating these proposals thoroughly and responsibly, with the objective of supporting regulatory compliance, governance continuity and exploring potential new revenue opportunities in line with the company's strategic priorities.

Regulatory update/cease-trade order revocation process

Due to the company's work on investment opportunities and the preparation of its annual and interim financial statements, the company's intention is to obtain a revocation order for the CTO issued by the British Columbia Securities Commission at the earliest possible opportunity.

Furthermore, the company wishes to confirm that the private placement for $7-million from Meridien Holdings LLC that was announced on July 29, 2024 (and further committed in the news release issued on Aug. 14) did not materialize and has been cancelled effective immediately.

Strategic divestments and corporate optimization

Revolugroup continues to assess the potential sale or orderly wind-down of non-core assets, which may include:

• VIP-related domains and associated digital properties;

• Travelucion S.L., a travel-focused subsidiary.

The company is also evaluating the restructuring and/or potential divestiture of its U.S.-based entity, Revolugroup USA Inc., and its Panamanian subsidiary, RevoluFIN. While both entities were originally established to support the company's international expansion, their alignment with current operational priorities and resource efficiency is being reassessed. As part of its broader restructuring efforts, Revolugroup is taking pro-active steps to streamline operations and optimize its corporate structure, ensuring that resources are focused on the company's core fintech and digital payments growth strategy.

Revolugroup continues to review its operations and subsidiaries with a view to prioritizing core assets and, where appropriate, divesting non-performing business units. This is part of the company's broader restructuring efforts to streamline operations and improve overall efficiency.

About Revolugroup Canada Inc.

Revolugroup Canada is focused on digital payments and related technology.

We seek Safe Harbor.