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Revolugroup moves to NEX board, director Becker resigns

2026-10-23 16:59 ET - News Release

An anonymous director reports

REVOLUGROUP CANADA INC. PROVIDES CORPORATE UPDATE FOLLOWING TRANSFER TO THE NEX BOARD

Further to a review by the TSX Venture Exchange, Revolugroup Canada Inc.'s listing has transferred to the NEX board of the exchange effective at the opening of trading on Oct. 14, 2026. The company's trading symbol changed from REVO to REVO.H.

The company's common shares remain subject to the cease trade order issued by the British Columbia Securities Commission on Oct. 18, 2024. Trading also remains suspended by the exchange. The NEX transfer does not change the company's obligation to complete its outstanding continuous disclosure filings, which the company continues to work toward completing.

Next phase

The move to NEX lowers the company's listing costs and allows management to focus its time and capital on its operating businesses. The company regards the European payment licence held by its wholly owned subsidiary, RevoluPAY EP SL, as its core asset, reflecting the time and capital invested in obtaining and maintaining the licence. The RevoluPAY EP's platform remains operational.

The board's priority is to put these assets to work. It is actively evaluating a range of options, including strategic partnerships, licensing arrangements, new financing and other transactions. At the same time, the company is working through the issues that have delayed its outstanding filings, with the goal of having the cease trade order revoked and, in time, returning to the TSX Venture Exchange.

The company will keep shareholders informed as this work progresses.

Resignation of Chris Becker

The company also reports that Mr. Becker has resigned as a member of the board of directors of the company, effective October 8, 2026.

"Chris has been at the heart of Revolugroup through some of its toughest stretches," said Gavin McMillan,director of Revolugroup. "We thank Mr. Becker for his service and assistance with the restructuring efforts"

Following Mr. Becker's resignation, the board consists of two directors, Mr. McMillan and Mab (Jerry) Shahriar, which is below the minimum of three directors required of a reporting company under British Columbia corporate law. The board is moving to appoint a qualified replacement director immediately and will report the appointment once made.

Brinks Resources

As reported on Dec. 22, 2025, the company terminated for cause its convertible loan agreement with Brinks Resources Ltd. Following the termination, Brinks served the company with a petition in the Supreme Court of British Columbia. The petition seeks declarations that the agreement is valid and binding, that a conversion notice delivered by Brinks in October, 2025, was validly issued, and that its governance, compliance and reporting provisions are enforceable, together with orders that would require the company to deliver governance, compliance and financial documentation to Brinks, and to cease governance actions that Brinks alleges are inconsistent with those provisions. Brinks separately served the company with a similar claim in the United Kingdom.

The company has taken the position that the loan agreement is unenforceable, and on the company's application, the B.C. Supreme Court stayed the British Columbia proceeding on an interim basis until Jan. 23, 2027. Either party may apply to vary or set aside the stay on showing a material change in circumstances. The company has taken steps to seek dismissal of the United Kingdom claim on the basis that the U.K. courts lack jurisdiction and anticipates the jurisdictional challenge will be heard prior to the end of 2026.

As previously disclosed on Dec. 22, 2025, no conversion of the loan agreement could lawfully take place whilst the cease order was in effect and without the approval of the appropriate regulatory authorities and if required shareholder approval as well.

The company will update shareholders on any material developments.

About Revolugroup Canada Inc.

Revolugroup Canada is a multivertical fintech company that, through its subsidiaries and licensed platforms, offers global payment processing, remittances, forex services and banking-as-a-service (BaaS) infrastructure.

We seek Safe Harbor.

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