REVO Revolugroup Canada Inc

RevoluGROUP Canada Inc. (TSX-V: REVO), (Frankfurt: IJA2), (Munich: A2PU92), (the "Company") is pleased to announce that the Board of Directors unanimously approved the signing of a BINDING MOU ("Memorandum of Understanding") dated January 5th, 2023, defining a potential share equity acquisition by a European Financially Regulated entity allied to a UAE Based Financial Consultancy firm. The Company issues the current news release in conformity with policy 85, section B of the SECURITIES ACT as it pertains to "Disclosure of Material Change."

Contemporary Chronology of The Equity Investment Talks

On December 13th, 2022, the Company submitted multiple agreement amendments to the potential Acquirers. Management received formal approval and acceptance of said amendments on January 4th, 2023. The Company expediently remitted to the parties a BINDING MOU ("Memorandum of Understanding"), including, but not limited to, a sizeable financial penalty clause should the acquirers, for any reason, fail to conclude the transaction. The MOU was approved and signed by all parties on January 5th, 2023. The MOU outlines a defined roadmap and chronology toward the successful and prompt conclusion of the underlying agreed and now binding terms of the equity investment. Since transactions of this nature require Toronto Venture Exchange (TSX-V) acceptance, the Company expects to submit the mandatory petition before the markets close today, January 6th, 2023. Management will ensure shareholders remain closely informed of the ongoing progress and developments.

Management and Employee Trading Blackout in Force

Management unanimously agreed that the signing of the binding MOU surpasses the threshold of contractual materiality as it pertains to Policy 85, Section B of the SECURITIES ACT in specific reference to "Material Change." As such, from the date of the signature of the MOU on January 5th, 2023, a management-imposed insider and employee TRADING BLACKOUT SHALL BE IN FORCE. Said blackout will remain effective until a formal, publicly disseminated outcome of this anticipated equity investment is issued.

Current Status of the Equity Investment

While the proposed transaction negotiations now include a binding obligation between the parties, there can be no assurance that any definitive agreement, tender, or investment will be completed.

About RevoluPAY®

The Company's flagship Neobanking technology is RevoluPAY®, the Apple and Android multinational payment app. Conceived entirely in-house, RevoluPAY features proprietary, sector-specific technology of which the resulting source code is the Company's intellectual property. RevoluPAY's built-in features include Remittance Payments, Forex, Crypto-to-fiat exchange, Retail and Hospitality payments, Real Estate Payments, pay-as-you-go phone top-ups, Gift Cards & Online Credits, Utility Bill payments, Gaming Credits, Leisure payments, Travel Payments, etc. RevoluPAY is aimed squarely at the worldwide multi-billion dollar Open Banking sector, cross-border forex payments, and + $595 billion family remittance market. RevoluPAY® is operated by the European wholly-owned subsidiary RevoluPAY EP S.L situated in Barcelona. RevoluPAY is a licensed United States MSB, Canadian FINTRAC, and European PSD2 payment institution 6900 under the auspices of E.U. Directive 2015/2366 with E.U. 27 Country Passporting and official issuer of Visa® Cards and authorized Visa® Affiliate Member. RevoluGROUP Canada Inc. controls five wholly-owned subsidiaries on four continents.

About RevoluGROUP Canada Inc.:

RevoluGROUP Canada Inc. is a multi-asset, multidivisional, publicly traded Canadian Company deploying advanced technologies in; Banking, Mobile Apps, Money Remittance, Cross-Border Forex Payments, Mobile Phone Top-Ups, EGaming, Healthcare Payments, Esports, Invoice factoring, Online Travel, Vacation Resort, Blockchain Systems, and Fintech app sectors. Click here to read more.

For further information on RevoluGROUP Canada Inc. (TSX-V: REVO), visit the Company's website at www.RevoluGROUP.com. The Company has approximately 192,356,376 shares issued and outstanding.

RevoluGROUP Canada, Inc.

"Steve Marshall" ______________________STEVE MARSHALLCEO

For further information, contact:RevoluGROUP Canada Inc.Telephone: (604) 332 5355Email: 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 release includes certain statements that may be deemed to be "forward-looking statements". All statements in this release, other than statements of historical facts, that address events or developments that management of the Company expects, are forward-looking statements. Although management believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, and actual results or developments may differ materially from those in the forward-looking statements. The Company undertakes no obligation to update these forward-looking statements if management's beliefs, estimates or opinions, or other factors, should change. Factors that could cause actual results to differ materially from those in forward-looking statements, include market prices, exploration and development successes, continued availability of capital and financing, and general economic, market or business conditions. Please see the public filings of the Company at www.sedar.com for further information.