RevoluGROUP Takes Action against Financing Agreement Concerns

Serious Concerns About RevoluGROUP's Financing Agreement

The Proxy Shareholder Group representing more than 10% of RevoluGROUP Canada Inc.'s share capital is voicing its deep concerns regarding a financing agreement associated with Brinks Resources Ltd. This agreement has raised numerous red flags, particularly about the legitimacy and operational status of Brinks Resources Ltd. According to public information, this company appears to be a newly established entity with minimal capital and no known operational activities.

It has come to light that Brinks Resources Ltd was registered relatively recently and operates with a rather insignificant capital base, raising questions about its ability to fulfill its obligations. Furthermore, it's crucial to clarify that there is no connection between Brinks Resources Ltd and the reputable international company known as The Brink's Company. Such confusion could mislead investors and stakeholders and undermine confidence in the management’s decisions.

Concerns Over Due Diligence and Management's Claims

Current management representatives, especially Mr. Gavin McMillan, have stated that thorough due diligence was conducted. However, this claim raises skepticism among shareholders. Publicly available information can easily debunk management's assertions, highlighting potential negligence in the due diligence process. This situation is alarming as it hints at a lack of transparency and accountability within the company.

Additionally, we have learned that RevoluPAY Spain submitted a report to the Board, which outlined substantial risks connected to the agreement with Brinks Resources Ltd. This report drew attention to the company’s ties to other entities involved in potentially questionable practices. Unfortunately, management failed to acknowledge or respond to this serious compliance issue, further aggravating shareholder concerns.

Potential Risks and Governance Issues Raised

The loan from Brinks Resources Ltd is believed to possess features that could lead to significant implications for shareholders. Reports suggest that it include clauses that may allow the loan to be converted into shares under undisclosed conditions, which poses a risk of dilution for existing shareholders. It's disturbing to consider that a loan agreement could also include terms that affect the governance of RevoluGROUP significantly.

Serious questions linger about whether the agreement adheres to the necessary regulations enforced by the TSX Venture Exchange and the British Columbia Securities Commission. The community of shareholders has been kept in the dark about material agreements, which is a breach of regulatory expectations. Such disregard for disclosure not only undermines trust but also puts the company's business licenses at risk.

Final Proposal to Secure Stakeholder Interests

To address these pressing concerns and ensure the company can move forward positively, the Proxy Shareholder Group is putting forth a final proposal. This proposal aims to both safeguard the company’s interests and restore stakeholder confidence:

1. Immediate cancellation of the loan agreement with Brinks Resources Ltd.
2. Allow the Proxy Shareholder Group or any participating shareholder to replace this financing under equal or better conditions.
3. Confirm an additional loan proposal of CAD 350,000 to help repay debts and support compliance with the TSX for relisting.

Questions for Management Regarding the Loan Arrangement

Even without the ability to publicly disclose details due to a Non-Disclosure Agreement regarding the Brinks Resources Ltd loan, management should still be able to answer key compliance questions:

1. Does the loan agreement fully comply with TSX and BCSC regulations?
2. Is this loan convertible into shares, and under what specific conditions?
3. Are there any governance clauses within the loan that could impact Board composition or shareholder rights?
4. Have the funds from this loan been utilized solely for the benefit of RevoluGROUP shareholders?
5. Considering the findings from RevoluPAY Spain, does this agreement expose the company to compliance risks that threaten its licenses?

The shareholder group is requesting clear, written responses to these inquiries within five days. This effort marks the last attempt to address these concerns amicably while ensuring the protection of all shareholders involved. Delays and lack of transparency benefit only a small group of individuals, while the broader company struggles.

We encourage all shareholders, whether part of the Proxy Group or otherwise, to demand accountability and strive for transparency. Engaging with the Board of Directors, the TSX Venture Exchange, and the relevant regulatory bodies is essential to safeguarding their investments and ensuring the company’s prosperity.

Frequently Asked Questions

What are the main concerns raised by the Proxy Shareholder Group?

The Proxy Shareholder Group is worried about the legitimacy of the loan from Brinks Resources Ltd and management's failure to disclose material risks associated with this agreement.

What is the significance of the proposed CAD 350,000 loan?

This proposed loan aims to help repay debts and restore compliance for TSX relisting, protecting shareholder interests and company stability.

How has management responded to compliance reports?

Management has not acknowledged or acted on the compliance report submitted by RevoluPAY Spain, which highlighted significant risks connected to the Brinks Resources agreement.

What actions does the Proxy Shareholder Group want from management?

The group is urging management to cancel the loan agreement and allow shareholders to participate under better financing terms.

How can shareholders protect their investments?

Shareholders are encouraged to ask questions directly to the Board of Directors and regulatory bodies to ensure transparency and accountability in corporate governance.

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