An anonymous director reports

REVOLUGROUP ANNOUNCES CORPORATE UPDATE AND SHAREHOLDER ENGAGEMENT

Revolugroup Canada Inc. has provided a corporate update regarding recent shareholder engagement, governance planning and continued steps toward regulatory compliance.

The board of directors has received and acknowledged a formal proposal from shareholders representing over 10 per cent of the issued and outstanding shares of the company, collectively known as Revolugroup proxy shareholder group. The company views this initiative as a constructive and welcomed development toward strengthening governance, restoring transparency and stabilizing the company's future.

The proxy shareholder group's proposal outlines a series of governance, operational and financial recommendations designed to support the company's recovery and return to compliant listing status. While the proposal was submitted as a requisition for a shareholder meeting, the board noted that it lacked certain formal components required under the British Columbia Business Corporations Act (BCBCA) to be actionable in that form. Nonetheless, the board has opened direct dialogue with the proxy shareholder group and expressed alignment on several key priorities. Beyond being open to reviewing the investment proposal, the board has pro-actively reached out with constructive recommendations to help accelerate progress and reduce potential friction.

These include:

• Welcoming the immediate nomination of a qualified director by the proxy shareholder group;
• Preparing to convene an annual general meeting (AGM) and inviting input from the proxy shareholder group on agenda content;
• Expressing a willingness to review and negotiate the group's proposed investment terms in good faith.

It is anticipated that the AGM will be scheduled to coincide with, or follow shortly after, the completion of the company's audited financial statements, which are currently under way. This timing will allow shareholders to participate meaningfully in discussions relating to the company's direction.

The company has secured sufficient financing to support the completion of its audited annual and interim financial statements, along with other necessary payments required to advance efforts toward lifting the current cease trade order (CTO) and returning to full regulatory standing.

The board has remained focused on maintaining the continuity of the company's operations and safeguarding its core obligations while working through this transitional period. The active participation of the proxy shareholder group is viewed as a positive step toward renewed accountability and improved governance. The board reiterates its commitment to collaboration, transparency and acting in the best interests of all shareholders.

Summary of shareholder proposal

For transparency, the company outlines below the key elements of the proposal submitted by the proxy shareholder group on June 2, 2025:

1. Appointment of a qualified executive director nominated by the proxy shareholder group;
2. Immediate engagement with creditors to negotiate voluntary settlements;
3. Execution of formal debt recognition and settlement agreements;
4. Disclosure of revised liabilities to the TSX Venture Exchange and shareholders by June 30, 2025;
5. Proposal for a secured loan of approximately $350,000 against certain non-core subsidiaries to finance partial debt settlements and establish a six-month operational reserve, in accordance with TSX-V Policy 2.5.

The company continues to evaluate this proposal in good faith and will provide further updates as developments progress.

About Revolugroup Canada Inc.

Revolugroup Canada is a publicly traded company focused on digital payments and related technology.

We seek Safe Harbor.