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RevoluGROUP Canada Inc. Signs Mutual Business Development Strategy Furthering Equity Investment Talks

RevoluGROUP Canada Inc. is pleased to announce that it has signed a mutual Business Development agreement on November 25th, 2022, in which the potential Acquirers and the Company agree to a future joint strategy should the equity investment conclude favorably. The addendum is a continuance of negotiations concerning the October 14th, 2022, term sheet defining a potential share equity acquisition by a European Financially Regulated entity allied to a UAE Based Financial Consultancy firm. Under the terms of the agreement, if fruitful, it may result in a change of control as specified in the SECURITIES ACT [RSBC 1996] CHAPTER 418 – Part 1. The Company issues the current news release in conformity with policy 85, sections A and C of the SECURITIES ACT as it pertains to “Continuous Disclosure.”

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The negotiations continue to progress favorably. Today’s Business Development Agreement projects a defined mutual understanding and future strategy should the Equity Investment occur. The parties have agreed to a comprehensive 2-year plan to initiate on the day of the eventual equity acquisition. The agreement includes but is not limited to the speedy expansion of numerous financial sectors in which the Company already has an operational presence, including centralized compliance fulfillment of KYC (“Know Your Customer”) and AML (“Anti Money Laundering”) for all adjoined users. Growth of financial intermediation in various industries is also planned, such as Financial-on-Ramps, Virtual Asset Management & Custody, Expanded E-Commerce, Expanded Family Remittances, Payroll Services, Banking as a Service, Payment Settlements, Expanded Forex services, and other business avenues. Other sectors, such as Gambling and Betting, while RevoluBET is still unreleased, would pursue a quick involvement in the financial movements associated with this sector. The agreement further projects the pursuit and obtention of additional financial licenses in seven international jurisdictions seeking supplementary jurisdictional financial licensing. Lastly, the agreement further projects a roadmap to pursue the supplementary affiliate membership statuses of two other major payment instrument providers.

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As per the term sheet signed on October 14th, 2022, the parties agreed that a maximum term of 45 calendar days suffices to conclude the underlying proposal’s documentary due diligence, underlying business plan, and contract analysis. On November 7th, 2022, The Company informed shareholders of the signing of an updated term sheet addendum in which the potential Acquirers and the Company confirmed the satisfactory completion of the ‘Documentary Due Diligence’ phase of the negotiations. Today’s advent of approving the mutual underlying business plan is considered a notable continued positive advancement in the talks. The Company agreed and entered a period of exclusivity in which it undertook not to hold or participate in negotiations or discussions on any other proposed purchase of its shares for 45 days ending at midnight November 28th, 2022. There can be no assurance that any definitive agreement, tender, or investment will be completed, and the term sheet remains preliminary and non-binding. The Company will continue to update shareholders on any material changes and possible advancements between the parties.

The Company is pleased to announce that The Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) has extended the Canadian FINTRAC approval M20352455 for two years. Similarly, the Florida Office of Financial Regulation received the extended bond coverage from RevoluGROUP USA Inc. (dba “RevoluPAY”) Money Transmitters Part II license with expanded implicit regulatory approval for Part III financial activities for another year.

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