SERIOUS CONCERNS ABOUT THE LOAN RECEIVED AND FINAL PROPOSAL FROM THE PROXY GROUP
VANCOUVER, BC, July 20, 2025 /PRNewswire/ --
RevoluGROUP CanadaInc. (TSX-V: REVO), (Frankfurt: IJA2), (Munich: A2PU92)
The Proxy Shareholder Group of RevoluGROUP Canada Inc., representing over 10% of the company's share capital, expresses its gravest concerns regarding the financing agreement reportedly signed with Brinks Resources Ltd, and its sole director.
Based on publicly accessible information from official UK company registers and basic online research, Brinks Resources Ltd appears to:
- Be a recently created entity with a capital of only £100 (approximately 170 CAD).
- Have no known operational activity and no published accounts.
- Have been registered in October 2024.
It is important to mention that Brinks Resources Ltd has no relation whatsoever with the internationally known and reputable The Brink's Company.
Despite these red flags, current management, specifically Mr. Gavin McMillan, claims that a due diligence process (KYC/KYB) was properly conducted - something we find utterly incomprehensible. A simple search using public search engines and AI tools such as ChatGPT immediately revealed extensive and concerning information regarding both Brinks Resources Ltd and its sole director. This raises serious questions as to the depth and sincerity of any alleged due diligence process.
We also understand that RevoluPAY Spain submitted a formal compliance report to the Board, warning of significant risks tied to this agreement, highlighting the connections between Brinks Resources Ltd and companies involved with Bandenia in Spain. This report was neither acknowledged nor answered by management.
Moreover, the loan granted by Brinks Resources Ltd reportedly:
- Could be convertible into shares under undisclosed conditions, potentially leading to shareholder dilution.
- Might include clauses affecting the governance of RevoluGROUP.
- Was granted by a director who held relevant positions in Bandenia companies in Spain and Cyprus.
To this day, no official disclosure has been made to shareholders regarding this loan, despite the obligations of the TSX Venture Exchange and the British Columbia Securities Commission (BCSC), which require disclosure of all material agreements.
We further remind the Board that continuing to execute this agreement could result in RevoluGROUP losing its Spanish, Canadian, and US licenses.
OUR FINAL PROPOSAL
In the interest of transparency and to avoid legal escalation, the Proxy Shareholder Group hereby makes its final offer:
- Immediate cancellation of the loan agreement signed with Brinks Resources Ltd.
- Substitution of the Proxy Shareholder Group (or any shareholder wishing to participate) in said financing, under equal or superior terms.
- Confirmation of our additional loan proposal of CAD 350,000, aimed at repaying debts and restoring compliance for TSX relisting.
In parallel, we formally address RevoluGROUP's legal counsel:
Even if a Non-Disclosure Agreement (NDA) prevents the publication of the Brinks Resources Ltd loan agreement, we believe this does not prevent you from answering the following basic compliance and regulatory questions:
- Does the loan agreement signed with Brinks Resources Ltd comply fully with TSX and BCSC regulations?
- Is the Brinks Resources Ltd loan convertible into shares, and if so, under what conditions?
- Does the Brinks Resources Ltd loan include any clauses affecting the company's governance, Board composition, or shareholder rights?
- Have the funds received been used exclusively in the interest of RevoluGROUP shareholders, excluding director compensation?
- Given the warnings received from RevoluPAY Spain, does this loan expose RevoluGROUP to regulatory risks that could threaten its licenses?
We request clear, written answers to these questions within five (5) calendar days.
This proposal represents our final amicable attempt to protect the company and its shareholders. Continued delays and opacity serve only those receiving remuneration while RevoluGROUP deteriorates further.
We call upon all shareholders - whether they join the Proxy Group or not - to demand transparency and protect their investments by directly requesting explanations from the Board of Directors, the TSX Venture Exchange, and the BCSC.
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