Subject: Fwd: Revolugroup corporate update release.
PDF Document
File: Attachment 23-10-2026 - RevoluGROUP Canada Inc. Provides Corporate Update Following Transfer to the NEX Board.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 Canada Inc. Provides Corporate Update Following Transfer to the NEX
Board
Vancouver, BC October 23, 2026 RevoluGROUP Canada Inc. (TSXV: REVO) ("RevoluGROUP" or the
"Company") reports that, further to a review by the TSX Venture Exchange (the "Exchange"), the Company's
listing has transferred to the NEX board of the Exchange effective at the opening of trading on October 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 October 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, S.L., as its core asset, reflecting the time and capital invested in obtaining and
maintaining the license. The RevoluPAY EP, S.L.'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 Chris 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, Gavin 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 December 22, 2025, the Company terminated for cause its Convertible Loan Agreement (the
"Loan Agreement") with Brinks Resources Limited ("Brinks"). 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 BC Supreme Court stayed the British Columbia proceeding on an interim basis until January
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 UK claim on the basis that the UK courts lack
jurisdiction and anticipates the jurisdictional challenge will be heard prior to the end of 2026.
As previously disclosed on December 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 Inc. is a multi-vertical fintech company that, through its subsidiaries and licensed
platforms, offers global payment processing, remittances, forex services, and Banking-as-a-Service (BaaS)
infrastructure.
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 news release contains certain forward-looking statements, including statements regarding the proposed
transaction, governance structure, regulatory approvals, and anticipated business outcomes. Forward-looking
statements are based on management's current expectations and assumptions and are subject to known and unknown
risks, uncertainties, and other factors that may cause actual results to differ materially. Readers are cautioned not to
place undue reliance on forward-looking statements. The Company undertakes no obligation to update such statements
except as required by law. Additional risks are disclosed in the Company's public filings available on www.sedarplus.ca
Word Document
File: '\\swfile\EmailIn\20261023 133406 Attachment 23-10-2026 - RevoluGROUP Canada Inc. Provides Corporate Update Following Transfer to the NEX Board.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 Canada Inc. Provides Corporate Update Following Transfer to the NEX Board
Vancouver, BC - October 23, 2026 - RevoluGROUP Canada Inc. (TSXV: REVO) ("RevoluGROUP" or the "Company") reports that, further to a review by the TSX Venture Exchange (the "Exchange"), the Company's listing has transferred to the NEX board of the Exchange effective at the opening of trading on October 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 October 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, S.L., as its core asset, reflecting the time and capital invested in obtaining and maintaining the license. The RevoluPAY EP, S.L.'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 Chris 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, Gavin 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 December 22, 2025, the Company terminated for cause its Convertible Loan Agreement (the "Loan Agreement") with Brinks Resources Limited ("Brinks"). 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 BC Supreme Court stayed the British Columbia proceeding on an interim basis until January 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 UK claim on the basis that the UK courts lack jurisdiction and anticipates the jurisdictional challenge will be heard prior to the end of 2026.
As previously disclosed on December 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 Inc. is a multi-vertical fintech company that, through its subsidiaries and licensed platforms, offers global payment processing, remittances, forex services, and Banking-as-a-Service (BaaS) infrastructure.
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 news release contains certain forward-looking statements, including statements regarding the proposed transaction, governance structure, regulatory approvals, and anticipated business outcomes. Forward-looking statements are based on management's current expectations and assumptions and are subject to known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially. Readers are cautioned not to place undue reliance on forward-looking statements. The Company undertakes no obligation to update such statements except as required by law. Additional risks are disclosed in the Company's public filings available on www.sedarplus.ca
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