RevoluGROUP Faces Pressing Challenges Amidst Governance Concerns and Transparency Issues

RevoluGROUP's Struggles with Leadership and Transparency

In recent developments, the RevoluGROUP Proxy Shareholder Group, representing a significant stake of over 10% in RevoluGROUP Canada Inc., has stepped forward to address a series of escalating governance failures and disclosure discrepancies within the company's leadership. The gravity of these issues has prompted calls for immediate action from the board and a restoration of trust among shareholders.

Ongoing Governance Failures

As of September 6, 2025, RevoluGROUP remains under a Cease Trade Order (CTO) due to its persistent failure to file the necessary audited financial statements for the fiscal year ending May 31, 2024. This ongoing lapse is particularly alarming for investors who have witnessed repeated reassurances from the board about their commitment to transparency. However, the lack of tangible results has severely undermined shareholder confidence and trust.

The last communication from the board regarding the Proxy Group’s proposal occurred on July 30, 2025, yet no corresponding documentation appeared on SEDAR+, further diminishing the company's credibility with stakeholders. This absence of transparency is indicative of deeper issues within the leadership structure.

Misappropriation of Funds

Moreover, the Proxy Shareholder Group has voiced significant concerns regarding the misuse of loan funds from Brinks Resources Limited. The agreement was executed without proper board approval, contradicting previous resolutions. Disturbingly, 25% of the loan funds were reportedly allocated to director compensation, a clear breach of the agreement's terms prohibiting such usage. These serious allegations question the integrity of the board and raise concerns about the ethical judgment of its members.

False Financial Statements

In an alarming example of misinformation, a press release dated August 1, 2025, suggested that the company’s subsidiary, RevoluPAY, was nearing a break-even point. This claim has been proven false, with the subsidiary allegedly holding over $2 million CAD in intercompany debt owed to RevoluGROUP. According to Canadian accounting standards, such liabilities must be recognized accurately, and the omission of this information can mislead shareholders and violate regulatory policies. This false portrayal could have dire implications for shareholders' decision-making processes.

Self-Inflicted Regulatory Risk

The board's own statements indicate that certain previously filed financials might require restatement. All financial statements filed during the timeframe from September 28, 2023, to April 29, 2024, were signed off by the company's acting CEO and a director, thereby inviting scrutiny over their accuracy. The board's decision to potentially restate these documents introduces significant regulatory risks, as they must proactively address any material misstatements to avoid enforcement actions from regulatory bodies.

Inconsistencies and Confusion

Moreover, a review of the board's releases reveals multiple inconsistencies in their messaging. For example, the board acknowledged the possibility of restating financials on April 21 but subsequently lauded governance improvements on June 17 and July 30 without referencing the financial discrepancies or the terms of the Brinks agreement. This conflicting narrative has created confusion and uncertainty, further corroding shareholder trust.

A Call for Change

Since August 23, 2023, RevoluGROUP has seen significant turmoil, including a complete loss of its executive leadership, failure to submit financial documents, and the implications of having incurred regulatory risks. Shareholders deserve a leadership that is transparent, accountable, and focused on their best interests.

In light of these alarming developments, the RevoluGROUP Proxy Shareholder Group has reaffirmed its commitment to restoring compliance, financial transparency, and governance integrity. The group is pressing for immediate reforms, including:
1. Appointing the proxy-nominated director to the board.
2. Fully disclosing all material agreements, especially the terms of the Brinks loan.
3. Restating and refiling any inaccurately presented financials.
4. Ceasing the use of shareholder funds for personal benefits among directors.

The situation at RevoluGROUP serves as a stark reminder of the critical importance of governance and transparency in maintaining shareholder trust and ensuring long-term organizational stability. Only through decisive action can the company hope to turn around its troubled narrative and restore confidence in its future.