RevoluGROUP Shareholders Demand Transparency and Governance Reform as Board Ignores Material Proposal
Under TSXV Policy 3.3, listed issuers are required to disclose all material information regarding the affairs of the company immediately upon management becoming aware. The shareholder proposal delivered to the Board on May 31, 2025, includes provisions that would affect board composition, capital structure, debt resolution, and relisting strategy. These are all considered material matters under Policy 3.3 and should have been disclosed promptly via news release or SEDAR+ filing. The Board's failure to do so appears to breach its regulatory obligations and reflects a troubling disregard for shareholder transparency.
The plan includes an operational roadmap addressing debt resolution, secured financing, and the appointment of a qualified executive director to stabilize and restore governance. Given the current Cease Trade Order (CTO) in place since October 2024, this proposal constitutes material information under TSXV Policy 3.3, which mandates that issuers must disclose such information immediately upon becoming aware. The Board's continued silence is a troubling breach of transparency and fiduciary duty.
"Our proposal reflects not only our legal right under Section 167 of the BCBCA to requisition a shareholder meeting, but also a proactive and fully funded path to restore investor confidence and financial health," said Bernard Lonis, one of the signatories. "It is highly irregular that a plan with the capacity to resolve liabilities and support relisting would be ignored. Shareholders deserve better."
This action aligns with recent successful Canadian proxy battles, where shareholders have held boards accountable through firm, transparent communication and legal recourse. The RevoluGROUP proposal follows this tradition—placing the focus on value preservation, governance, and shareholder democracy.
The group is actively seeking the support of both institutional and retail investors. The requisitioned Extraordinary General Meeting (EGM) will provide shareholders the opportunity to vote for governance reform and evaluate new board candidates aligned with the Company's recovery plan.
Shareholders concerned about these developments are urged to contact Company management directly and request justification for the lack of transparency.
This proxy initiative represents a critical inflection point. RevoluGROUP must decide whether to uphold shareholder democracy and disclose material events—or continue to alienate its own investor base. The proxy group is committed to holding the Board accountable to ensure that fiduciary duties are respected and value is preserved.
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