The RevoluGROUP Proxy Shareholder Group Demands Action: Stop Asset Stripping, Illegitimate Directors, Audit Deception, and Delisting Threat and Restore Governance

VANCOUVER, BC, Sept. 20, 2025 /PRNewswire/ -- The RevoluGROUP Proxy Shareholder Group (TSX-V: REVO), (Frankfurt: IJA2), (Munich: A2PU92), representing over 10% of the issued and outstanding shares of RevoluGROUP Canada Inc. (TSXV: REVO), issues this release in direct response to ongoing failures in governance, transparency, and fiduciary accountability.

Potential Liquidation of Corporate Assets by an Illegitimate Board

We have carefully reviewed the company's unsigned news release of September 16th. Buried in the language is a passage that deserves shareholders' full attention. The Board writes:

• "REVO's role is to act as the investment company that nurtures these opportunities while keeping RevoluPAY secure and structurally independent."
• "…we may spin them off or partner strategically, creating multiple layers of value for shareholders."

On the surface, this looks like harmless "growth strategy" language. But read carefully:

1. "Structurally independent" – This is not routine phrasing. Along with the Travel division, which historically generated 80% of revenue, RevoluPAY is one of the company's only revenue-producing subsidiaries and has been repeatedly described as the Group's "anchor asset." Suggesting it should become "structurally independent" implies a legal and financial separation from the listed parent.
2. "Spin them off" – This is a clear reference to taking subsidiaries, including RevoluPAY, out of the listed vehicle. Without oversight, shareholders could be left holding an empty shell while the real assets are shifted elsewhere.
3. Why delisting matters – On the TSXV, significant asset sales, spin-offs, or restructurings require shareholder approval and regulatory review. If REVO were delisted, those protections vanish. Management could transfer or privatize RevoluPAY (or any other subsidiary) with minimal disclosure and without a vote.
4. Once delisted, management could transfer assets without oversight, leaving shareholders with no recourse.

Make no mistake: the release was crafted to sound reassuring while quietly preserving the option to strip RevoluPAY from the listed company. This is not in shareholders' interests. The Proxy Group opposes any attempt to delist or spin off RevoluPAY (or any other asset) without full shareholder approval.

Audit Misrepresentation

The Sept 16 release falsely claims that former directors' refusal to sign "confirmation statements" prevents completion of the audit. Under Canadian GAAS, CAS 580 requires written representations from current management, not past directors. CAS 505 and CAS 705 provide alternative procedures or opinion modification where evidence is lacking — audits are never left unfinished because of ex-directors. Under IFRS (IAS 24), responsibility for related-party disclosure lies with the reporting entity, meaning current management. RevoluGROUP already has one director, Gavin McMillan, who served throughout the audit period and signed all interim filings. Responsibility for the audit rests with him. The Sept 16 statement is therefore a material misrepresentation under both GAAS and IFRS.

Governance Failures and Shareholder Rights

RevoluGROUP Canada Inc. has not held an Annual General Meeting since January 15, 2024, in direct violation of the BC Business Corporations Act (s.182), which requires every public company to convene an AGM once per calendar year and within 15 months of the last meeting.

As a result, two of the current directors have never been elected by shareholders. This leaves the board without democratic legitimacy, in breach of both the BCBCA and TSXV Policy 3.2 – Continuous Disclosure, which requires listed issuers to comply with corporate law.

Adding to these breaches, shareholders representing more than 10% of the company's issued and outstanding shares submitted a formal requisition under BCBCA s.167 for the inclusion of an additional director nominated by the Proxy Group. The company initially acknowledged this on June 17, 2025, calling it a constructive step, but later stonewalled and refused to act. By doing so, the current board has violated not only the BCBCA but also the spirit of TSXV Policy 3.1 – Directors, Officers, and Corporate Governance, which requires that directors be appropriately elected and shareholder rights respected.

Illegitimate Directors of RevoluGROUP

According to the company's own April 21, 2025, news release, Mr. Chris Becker and Mr. Mab (Jerry) Shahriar were appointed to the board after the statutory deadline for holding an AGM had already passed. The last AGM was on January 15, 2024, and under the BCBCA, a new AGM was required no later than April 15, 2025. By appointing Becker and Shahriar on April 21, 2025 — more than 15 months after the last AGM and without shareholder ratification — the Board acted outside the bounds of corporate law.

Both appointees have therefore never been elected by shareholders. Their continued service is illegitimate under the BCBCA and in breach of TSXV Policy 3.1, which requires shareholder-ratified boards.

Possible Personal Liability

The only director currently holding a valid shareholder mandate is Mr. McMillan, elected at the January 15, 2024 AGM. As the sole legitimately elected director, he bears fiduciary duties under the BCBCA to ensure compliance with the law. His failure to convene the required AGM not only entrenches illegitimate appointees but also exposes him personally to liability under the oppression remedy (BCBCA s.227) for conduct that unfairly disregards the rights of shareholders.

Call to Action

The Proxy Group calls upon the current board to immediately convene an AGM within seven days of this release. If the board fails to act, we will seek court intervention and pursue director liability remedies. Until lawful governance is restored, every decision of this board rests on shaky legal ground.

We urge all shareholders to contact the TSX Venture Exchange and the British Columbia Securities Commission to demand clarification and regulatory enforcement. The future of RevoluGROUP and its assets depends on it.