#Canada #Vancouver #RevoluGROUP #Proxy Shareholder #Brinks Resources

Recent Controversy Surrounding RevoluGROUP Canada Inc.

The Proxy Shareholder Group of RevoluGROUP Canada Inc. (TSX-V: REVO), a significant faction holding over 10% of the company’s capital, has voiced alarming concerns regarding a financing agreement purportedly established with Brinks Resources Ltd. This newly formed entity has an alarming lack of operational history, and its establishment has raised eyebrows given its minimal capital of just £100 (approximately 170 CAD).

Significant Red Flags in the Financing Agreement

Upon delving into accessible public records and limited online scrutiny, it became evident that Brinks Resources Ltd generated minimal exposure. With no known activity or financial disclosures since its registration in October 2024, questions about the legitimacy and appropriateness of the agreement naturally arise. Alarmingly, Brinks Resources is not linked to the reputable organization, The Brink's Company, known for its evident solid standing in the industry.

Despite these potential red flags, the current leadership, especially Gavin McMillan, asserts that a thorough due diligence process was undertaken. This assertion has been met with skepticism, as informal searches utilizing public databases and advanced AI tools, such as ChatGPT, have quickly uncovered troubling information related to both Brinks Resources and its sole director. This discrepancy raises pressing questions about the integrity of the alleged due diligence conducted.

Additionally, management appears to have disregarded warnings provided by RevoluPAY Spain, which cautioned the Board regarding significant risks associated with this binding contract. The lack of acknowledgment from management regarding this compliance report is particularly troubling. The connections between Brinks Resources and companies associated with Bandenia in Spain only amplify the potential complications surrounding this agreement.

Potential Implications for Shareholders

The terms of the loan, which may allow for conversion into shares under unspecified conditions, heighten the fears of shareholder dilution. Such agreements might also introduce clauses that could significantly affect corporate governance and the rights of shareholders within RevoluGROUP. Compounding these concerns, the financing reportedly stems from a director previously associated with Bandenia enterprises across Spain and Cyprus—further complicating the context of the agreement.

Lack of Disclosure

To date, essential disclosures regarding this loan remain absent from shareholder communications. This omission violates requirements from both the TSX Venture Exchange and the British Columbia Securities Commission (BCSC), which obligate full transparency concerning all material agreements. The ongoing management of the situation could ultimately jeopardize the company’s licenses in Spain, Canada, and the U.S.

A Call for Action

In a bid to avert escalation and promote accountability, the Proxy Shareholder Group has issued a final proposal:
1. Immediate cancellation of the existing agreement with Brinks Resources Ltd.
2. An invitation for the Proxy Shareholder Group, or other interested shareholders, to assume participation in the financing agreement with improved terms.
3. A reinforcing proposal for an additional CAD 350,000 loan aimed at settling debts and reestablishing compliance for TSX relisting.

Alongside these requests, there is a pressing need for a formal response from RevoluGROUP's legal counsel. Even if a Non-Disclosure Agreement (NDA) exists concerning the Brinks Resources contract, basic compliance queries remain pertinent:

• - Is the financing agreement compliant with TSX and BCSC regulations?
• - Are there provisions for share conversion, and under what circumstances does this occur?
• - Do the loan conditions have any bearing on shareholder governance or rights?
• - Are the funds utilized solely for the benefit of the company's shareholders, nullifying any compensations to directors?
• - Given the warnings from RevoluPAY Spain, does this financing pose any risks that threaten the company’s regulatory standing?

A clear, written response to these inquiries within five days is essential. We are making this final effort in the interests of transparency to safeguard both the company and its stakeholders. Any further delays serve only those benefiting financially from the current state, as RevoluGROUP continues to decline. We urge all shareholders, whether allied with the Proxy Group or not, to advocate for clarity and actively seek answers from the Board of Directors, the TSX Venture Exchange, and the BCSC.