RevoluGROUP Canada Inc. Closes Oversubscribed $1.069 Million Private Placement

VANCOUVER, British Columbia, Jan. 29, 2020 (GLOBE NEWSWIRE) — RevoluGROUP Canada Inc. (TSX-V: REVO) (“the Company”) is pleased to announce that the Company oversubscribed from CDN$1,000,000 to CDN$1,069,400 and closed the non-brokered private placement consisting of 7,129,333 units (“Units”) at a purchase price of CDN$0.15 per Unit and raised gross proceeds of CDN$1,069,400.00. Each Unit consists of one common share (“Common Share”) of the Company and one common share purchase warrant (“Warrant”). Each Warrant will entitle the holder to acquire one additional common share (a “Warrant Share”) of the Company at an exercise price of CDN$0.20 for a period of one year from the closing date of the private placement.

The Company paid finder’s fees totaling CDN$9,198.00 and issued 61,320 finder warrants to arm’s-length parties. Each finder warrant is exercisable at a price of CDN$0.20 per share for a period of one year from the closing date of the private placement.

All securities issued in conjunction with this private placement are subject to a hold period expiring four months plus a day after the date of their issuance.

The Company intends to utilize the net proceeds from the private placement to expand its newly incorporated U.S subsidiary RevoluGROUP USA Inc., increase marketing of its revenue verticals in 2020 and, for general operating expenses. All securities are subject to a four-month-and-one-day hold period.

A portion of the Private Placement constitutes a “related party transaction” within the meaning of Exchange Policy 5.9 and Multilateral Instrument 61‑101 ‑Protection of Minority Security Holders in Special Transactions (“MI 61‑101”) adopted in the Policy. The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61‑101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61‑101 in respect of related party participation in the Private Placement.

As of the date hereof, after giving effect to this acquisition, Mr. Marshall, CEO RevoluGROUP Canada Inc. owns and controls 24,283,333 shares representing 15.36% of the issued and outstanding shares on a non-diluted basis and 27,616,666 shares representing 16.71% of the issued and outstanding on a diluted basis. Prior to the date hereof, Mr. Marshall owned 20,950,000 shares representing 13.1% of the issued and outstanding shares. The Units were acquired by Mr. Marshall for investment purposes.

A copy of the early warning report, in connection with the matters set forth above, may be obtained on SEDAR under RevoluGROUP Canada Inc.

About RevoluPAY®

The Company’s flagship technology is RevoluPAY®, the Apple and Android multinational payment app. Built entirely in-house, RevoluPAY features proprietary, sector specific, technology of which, the resulting source code is the property of the Company. RevoluPAY’s built-in features include: Leisure payments, Travel Payments, Retail and Hospitality payments, Remittance Payments, Real Estate Payments, pay-as-you-go phone top-ups, Gift Cards & Online Credits, Utility Bill payments, etc. RevoluPAY is powered by blockchain protocols, and, is squarely aimed at the worldwide multi-billion dollar leisure sector and, + $595 billion family remittance market. RevoluPAY® is operated by the European wholly owned subsidiary RevoluPAY S.L located in Barcelona. RevoluPAY S.L operates under European E-money – Directive 2009/110/EC through a licensed electronic money institution or EDE Banking Licensed entity. RevoluGROUP Canada Inc. controls 5 wholly owned subsidiaries on 4 continents.

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