#Canada #Vancouver #RevoluGROUP #Governance Issues #Proxy Group

RevoluGROUP Shareholder Group Calls for Urgent Action on Governance Issues

On September 20, 2025, the RevoluGROUP Proxy Shareholder Group, which represents over 10% of the issued shares of RevoluGROUP Canada Inc. (TSX-V: REVO), has voiced serious concerns regarding the company's governance practices. These issues have raised alarms about potential asset stripping, illegitimate directors, and threats of delisting, thus prompting an urgent call to action for restoring proper governance.

The Threat of Asset Stripping

The Proxy Group's concerns arise in light of a recent supposed update from the company, which obscured alarming messages within optimistic growth language. Among these, the language concerning the structural independence of the RevoluPAY subsidiary raises red flags. The indication that this vital revenue-generating entity may be made structurally independent suggests a looming risk of losing a crucial asset without shareholder approval.

The concept of spinning off assets, including RevoluPAY, further adds to the anxiety among shareholders. Such actions can legally separate valuable subsidiaries from their parent company, allowing potentially irresponsible management to transfer vital resources without facing any backlash or scrutiny, particularly if delisting successes occur.

Failure to comply with the necessary approval process could jeopardize stakeholders’ assets while leaving them with mere shells of investment.

Concerns About Audit Misrepresentation

Moreover, the group has criticized the company’s recent claims regarding audit delays. Former directors' refusal to sign confirmation statements has been cited as the reason for stalling the audit process. However, this assertion is sanctioned as a misrepresentation. Under the Canadian Generally Accepted Auditing Standards (GAAS), the audit responsibility rests primarily on current management. With a current director, Gavin McMillan, in place throughout the audit duration, the failure to complete the review process lies with him, contrary to the group's claims.

Governance Failures and Shareholder Rights at the Forefront

The Proxy Group also highlights that RevoluGROUP has not hosted an Annual General Meeting (AGM) since January 15, 2024, contravening regulations outlined in the BC Business Corporations Act. This neglect has led to the installation of directors unconfirmed through legitimate shareholder elections, resulting in widespread governance violations and a lack of accountability within the board.

In a bold move, shareholders representing over 10% have formally requisitioned for the inclusion of a new director nominated by the Proxy Group—a step previously acknowledged as constructive by the company, but which was later ignored outright. The ongoing evasion signifies a blatant disregard for corporate governance norms and shareholder rights.

Legitimacy of Board Directors in Question

Evidence has surfaced suggesting that recently appointed directors, Mr. Chris Becker and Mr. Mab (Jerry) Shahriar, were installed beyond the statutory deadline for an AGM. Their appointments came well after the last meeting and lacked shareholder ratification, thus inciting further questions regarding their legitimacy on the board.

As it stands, the only director with a valid mandate is Gavin McMillan, who may face personal liabilities as the appointed leader unwilling to facilitate necessary governance processes.

A Call to Action for Shareholders

Given the precarious state of corporate governance, the RevoluGROUP Proxy Shareholder Group has called for the current board to convene an AGM within a week. Should the board continue to stall, they intend to petition for court intervention to ensure director accountability is upheld. The group emphasizes that shareholder support is critical, urging concerned investors to contact the TSX Venture Exchange and the British Columbia Securities Commission to seek clarity and immediate regulatory action.

The survival of RevoluGROUP's structure, along with its associated assets, hinges on the ability to rectify its governance failings and uphold shareholders' rights.