REVO Revolugroup Canada Inc

RevoluGROUP Canada Inc. (TSX-V: REVO), (Frankfurt: IJA2), (Munich: A2PU92), (the "Company") is pleased to announce that on April 19th, 2023, it has signed a fifth addendum to the BINDING MOU ("Memorandum of Understanding") dated January 5th, 2023. Said addendum brings into contemporary perspective the continually shared intent to conclude a 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."

Suitor Requests Further Extension Due to Failed US Banks

Per the corporate news release dated 20th of March, 2023, the Company informed shareholders of the unanticipated situation of the Equity Investment suitor exposure to the failure of the US financial institutions Silvergate and Signature Banks. The CEO of the European Financially Regulated Entity today iterated that exposure to Signature Bank continues to require further time. While Federal Deposit Insurance Corporation (FDIC) resolution looks imminent, the definite conclusion has proven more protracted than initially assessed when signing the April 2nd, 2023, fourth addendum. Fortuitously, today's fifth addendum confirms the suitor's steadfast and resolute commitment to the proposed significant Equity Investment by providing a renewed time horizon that both parties believe should be definite.

Suitor Signs New Addendum Defining New Time Horizon

As a result of a lengthy and intense meeting on April 19th, the parties have signed the aforementioned fifth addendum to the BINDING MOU ("Memorandum of Understanding") dated January 5th, 2023. The addendum reiterates the suitor's continued obligation to conclude the Equity Investment promptly with RevoluGROUP. That said, the mutually agreed addendum assigns a newly defined timeline within which the European Financially Regulated entity expects to complete within a new term ending on or before midnight April 26th, 2023, its reparation of the circumstances mentioned above brought about by the failure of Signature Bank and continued global financial imbalances resulting in inconsistencies caused by the banking failures that have obligated an extra week extension to finalize this situation. Conclusively, per the most recent addendum, the investment proposal is expected to culminate on or before midnight on April 26th, 2023. Today's fifth signed contractual addendum underscores the stanch fortitude of the European Financially Regulated entity, having previously sought and attained primary EU regulatory approval on March 9th and the remaining regulatory hurdle of transactional compliance on March 15th. Shareholders are reminded that, per the January 6th, 2023, news release and associated binding MOU, a sizeable financial penalty clause remains in force should the acquirers, for any reason, fail to conclude the Equity Investment.

Contemporary Status of the Equity Investment

The foreseen transaction negotiations continue to advance favorably. These include a binding obligation between the parties dated 5th January 2023, a 21st February 2023 contractual addendum, a second contractual addendum dated 8th March 2023, a third contractual addendum dated 19th March 2023, a fourth contractual addendum dated 2nd April 2023, a fifth contractual addendum dated 19th April 2023, Canadian Regulatory PIF Approval of the Suitors, TSX Venture Exchange having no objections to the proposed investment terms, proof of funds covering the entire transaction, March 9th notification by the suitors confirming EU regulatory approval, and March 15th declared regulatory transactional compliance approval. Be that as it may, the Company reiterates there can still be no guarantee that any definitive agreement, tender, or investment will be completed. The Company will keep shareholders closely informed of developments throughout the final mutually agreed extension term.

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 193,585,376 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.