File: Attachment Revo - 20250421 - NR - Announces Board Appointments and Provides Strategic Update (final).pdf

REVOLUGROUP

997 Seymour Street Suite 230 - Unit 9, Vancouver, BC, Canada, V6B 3M1

www.RevoluGROUP.com

TSX Venture Exchange Symbol: REVO Telephone: (604) 800 9676 Email: info@RevoluGROUP.com

NEWS RELEASE

RevoluGROUP Announces Board Appointments and Provides Strategic Update

Vancouver, BC -- April 21st, 2025 -- RevoluGROUP Canada Inc. (TSX-V: REVO) ("RevoluGROUP" or the "Company") announces the appointment of Mr. Chris Becker and the re-appointment of Mr. Daniel Hernandez to the Board of Directors. Mr. Becker and Mr. Hernandez bring industry experience that will contribute to the ongoing 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 Director

Chris Becker Director

Daniel Hernandez Director

Mab (Jerry) Shahriar Director

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 CEO 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 CFO as part of its broader restructuring efforts.

Strategic Investment Opportunities

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

dot Provide near-term loan financing to facilitate the revocation process and fulfill regulatory obligations. dot Support payments to key service providers and ensure operational stability. dot Define a long-term growth strategy for RevoluPAY EP, S.L., the Company's wholly owned European-

licensed payment institution. dot 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/CTO Revocation Process

Due to the Company's ongoing 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 CAD $7M from Meridien Holdings LLC that was announced on July 29th, 2024 (and further committed in the news release issued on August 14th) did not materialise and has been cancelled effective immediately.

Strategic Divestments & Corporate Optimization

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

dot VIP-related domains and associated digital properties dot 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 proactive 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 Inc. is a publicly traded company focused on digital payments and related technology. For further information on RevoluGROUP Canada Inc. (TSX-V: REVO), visit the Company's website at www.RevoluGROUP.com.

RevoluGROUP Canada, Inc.

"Gavin McMillan" ______________________ Gavin McMillan Director

For further information, contact: RevoluGROUP Canada Inc. Telephone: (604) 800 9676 Email: gavin@revolugroup.com

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF

THIS RELEASE.

This release includes certain statements that may be deemed to be "forward-looking statements". All statements in this release, other than statements of historical facts, that address events or developments that Management of the Company expects, are forward-looking statements. Although Management believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, and actual results or developments may differ materially from those in the forward-looking statements. The Company undertakes no obligation to update these forward-looking statements if Management's beliefs, estimates or opinions, or other factors, should change. Factors that could cause actual results to differ materially from those in forward-looking statements, include market prices, exploration and development successes, continued availability of capital and financing, and general economic, market or business conditions. Please see the public filings of the Company at www.sedarplus.ca for further information.

File: '\\swfile\EmailIn\20250421 141647 Attachment Revo - 20250421 - NR - Announces Board Appointments and Provides Strategic Update (final).docx'

REVOLUGROUP

997 Seymour Street Suite 230 - Unit 9, Vancouver, BC, Canada, V6B 3M1

www.RevoluGROUP.com

TSX Venture Exchange Symbol: REVO

Email: info@RevoluGROUP.com

Telephone: (604) 800 9676

NEWS RELEASE

RevoluGROUP Announces Board Appointments and Provides Strategic Update

Vancouver, BC - April 21st, 2025 - RevoluGROUP Canada Inc. (TSX-V: REVO) ("RevoluGROUP" or the "Company") announces the appointment of Mr. Chris Becker and the re-appointment of Mr. Daniel Hernandez to the Board of Directors. Mr. Becker and Mr. Hernandez bring industry experience that will contribute to the ongoing 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 Director

Chris Becker Director

Daniel Hernandez Director

Mab (Jerry) Shahriar Director

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 CEO 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 CFO 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/CTO Revocation Process

Due to the Company's ongoing 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 CAD $7M from Meridien Holdings LLC that was announced on July 29th, 2024 (and further committed in the news release issued on August 14th) did not materialise and has been cancelled effective immediately.

Strategic Divestments & 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 proactive 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 Inc. is a publicly traded company focused on digital payments and related technology. For further information on RevoluGROUP Canada Inc. (TSX-V: REVO), visit the Company's website at www.RevoluGROUP.com.

RevoluGROUP Canada, Inc.

"Gavin McMillan"

______________________

Gavin McMillan

Director

For further information, contact:

RevoluGROUP Canada Inc.

Telephone: (604) 800 9676

Email: gavin@revolugroup.com

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

This release includes certain statements that may be deemed to be "forward-looking statements". All statements in this release, other than statements of historical facts, that address events or developments that Management of the Company expects, are forward-looking statements. Although Management believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, and actual results or developments may differ materially from those in the forward-looking statements. The Company undertakes no obligation to update these forward-looking statements if Management's beliefs, estimates or opinions, or other factors, should change. Factors that could cause actual results to differ materially from those in forward-looking statements, include market prices, exploration and development successes, continued availability of capital and financing, and general economic, market or business conditions. Please see the public filings of the Company at www.sedarplus.ca for further information.