Subject: RevoluGroup Canada | NR - June 17, 2025
Word Document
File: '\\swfile\EmailIn\20250617 101104 Attachment REVO - 20250617 - NR - Corporate Update and Shareholder Engagement.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
June 17th, 2025
RevoluGROUP Announces Corporate Update and Shareholder Engagement
Vancouver, BC - June 17, 2025 - RevoluGROUP Canada Inc. (TSX-V: REVO) ("RevoluGROUP" or the "Company") is pleased to provide 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% of the issued and outstanding shares of the Company, collectively known as RevoluGROUP Proxy Shareholder Group (the "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 proactively 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 underway. This timing will allow shareholders to participate meaningfully in discussions relating to the Company's direction.
The Company has secured sufficient funding 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 TSXV and shareholders by June 30, 2025.
5. Proposal for a secured loan of approximately CAD $350,000 against certain non-core subsidiaries to fund partial debt settlements and establish a six-month operational reserve in accordance with TSXV 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 Inc. is a publicly traded company focused on digital payments and related technology. For further information on RevoluGROUP Canada Inc. (TSX-V: REVO).
RevoluGROUP Canada, Inc.
"The Board of Directors"
______________________
Board of Directors
For further information, contact:
RevoluGROUP Canada Inc.
Telephone: (604) 800 9676
Email: info@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.
PDF Document
File: Attachment REVO - 20250617 - NR - Corporate Update and Shareholder Engagement.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
June 17th, 2025
RevoluGROUP Announces Corporate Update and Shareholder Engagement
Vancouver, BC June 17, 2025 RevoluGROUP Canada Inc. (TSX-V: REVO) ("RevoluGROUP" or the
"Company") is pleased to provide 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% of the issued and outstanding shares of the Company, collectively known as RevoluGROUP Proxy
Shareholder Group (the "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 proactively reached out with constructive recommendations to help accelerate progress and reduce
potential friction. These include:
dot Welcoming the immediate nomination of a qualified director by the Proxy Shareholder Group.
dot Preparing to convene an Annual General Meeting (AGM) and inviting input from the Proxy Shareholder
Group on agenda content.
dot 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 underway. This timing will allow shareholders
to participate meaningfully in discussions relating to the Company's direction.
The Company has secured sufficient funding 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 TSXV and shareholders by June 30, 2025.
5. Proposal for a secured loan of approximately CAD $350,000 against certain non-core subsidiaries to fund
partial debt settlements and establish a six-month operational reserve in accordance with TSXV 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 Inc. is a publicly traded company focused on digital payments and related technology.
For further information on RevoluGROUP Canada Inc. (TSX-V: REVO).
RevoluGROUP Canada, Inc.
"The Board of Directors"
______________________
Board of Directors
For further information, contact:
RevoluGROUP Canada Inc.
Telephone: (604) 800 9676
Email: info@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.
© 2025 Canjex Publishing Ltd. All rights reserved.