Latest news with #RevoluGROUP
The Market Online
21-07-2025
- Business
- The Market Online
Proxy shareholder group raises alarm over RevoluGROUP's controversial loan deal with Brinks Resources
A coalition of concerned investors from RevoluGROUP Canada (TSXV:REVO) issued a scathing public statement, expressing 'grave concerns' over a financing agreement reportedly signed with Brinks Resources Ltd. RevoluGROUP's management claims that a full due diligence process was conducted. The proxy group, however, finds this assertion 'utterly incomprehensible' In a direct appeal to RevoluGROUP's legal counsel, the group demands written answers within five days to key compliance questions RevoluGROUP Canada stock (TSXV:REVO) last traded at $0.02 A coalition of concerned investors representing over 10 per cent of RevoluGROUP Canada's (TSXV:REVO) share capital has issued a scathing public statement, expressing 'grave concerns' over a financing agreement reportedly signed with Brinks Resources Ltd. — a little-known U.K. entity with alleged ties to previously sanctioned financial networks. This content has been prepared as part of a partnership with RevoluGROUP Canada Inc. and is intended for informational purposes only. According to the proxy shareholder group, Brinks Resources was incorporated in October 2024 with a nominal capital of just £100 (approximately C$170) and has no known operational activity or financial disclosures. The group emphasized that the company bears no relation to the globally recognized security firm, The Brink's company. Despite these red flags, RevoluGROUP's current management, led by Gavin McMillan, claims that a full due diligence process — including know your customer and know your business checks — was conducted. The proxy group, however, finds this assertion 'utterly incomprehensible,' noting that even basic online searches and AI tools revealed troubling information about Brinks Resources and its sole director. Further compounding the controversy, RevoluPAY Spain — a regulated subsidiary of RevoluGROUP — reportedly submitted a formal compliance report to the Board. The report warned of significant regulatory risks and highlighted connections between Brinks Resources and entities involved in the Bandenia network, a group of companies previously implicated in a major Spanish money laundering investigation. The proxy group claims this report was ignored by management. The loan agreement itself is shrouded in secrecy. According to the proxy group, the deal: May be convertible into shares under undisclosed terms, risking shareholder dilution under undisclosed terms, risking shareholder dilution Could include governance-altering clauses , potentially impacting Board composition and shareholder rights , potentially impacting Board composition and shareholder rights Was signed by a director with past affiliations to Bandenia-linked companies in Spain and Cyprus To date, RevoluGROUP has not publicly disclosed the loan, despite TSX Venture Exchange policies, which mandate timely disclosure of all material agreements. The proxy shareholder group has now issued a final proposal to the Board: Immediate cancellation of the Brinks Resources loan Substitution of financing by the proxy group or other shareholders under equal or better terms Confirmation of a C$350,000 loan offer to repay debts and restore TSX listing compliance In a direct appeal to RevoluGROUP's legal counsel, the group demands written answers within five days to key compliance questions, including whether the loan complies with TSX and BCSC regulations, whether it is convertible, and whether it poses risks to the company's licenses in Spain, Canada, or the U.S. 'This proposal represents our final amicable attempt to protect the company and its shareholders,' the statement concludes. 'Continued opacity serves only those receiving remuneration while RevoluGROUP deteriorates further.' The proxy group is urging all shareholders — regardless of affiliation — to demand transparency and accountability from the Board, and to escalate concerns to the TSX Venture Exchange and the British Columbia Securities Commission. RevoluGROUP Canada Inc. is focused on digital payments and related technology. RevoluGROUP Canada stock (TSXV:REVO) last traded at $0.02 and has lost 60.00 per cent since July 2024. Join the discussion: Find out what the Bullboards are saying about RevoluGROUP Canada and check out Stockhouse's stock forums and message boards. Stockhouse does not provide investment advice or recommendations. All investment decisions should be made based on your own research and consultation with a registered investment professional. The issuer is solely responsible for the accuracy of the information contained herein. For full disclaimer information, please click here .
Cision Canada
20-07-2025
- Business
- Cision Canada
REVOLUGROUP PROXY SHAREHOLDER GROUP
SERIOUS CONCERNS ABOUT THE LOAN RECEIVED AND FINAL PROPOSAL FROM THE PROXY GROUP VANCOUVER, BC, /CNW/ -- The Proxy Shareholder Group of RevoluGROUP Canada Inc., representing over 10% of the company's share capital, expresses its gravest concerns regarding the financing agreement reportedly signed with Brinks Resources Ltd, and its sole director. Based on publicly accessible information from official UK company registers and basic online research, Brinks Resources Ltd appears to: Be a recently created entity with a capital of only £100 (approximately 170 CAD). Have no known operational activity and no published accounts. Have been registered in October 2024. It is important to mention that Brinks Resources Ltd has no relation whatsoever with the internationally known and reputable The Brink's Company. Despite these red flags, current management, specifically Mr. Gavin McMillan, claims that a due diligence process (KYC/KYB) was properly conducted — something we find utterly incomprehensible. A simple search using public search engines and AI tools such as ChatGPT immediately revealed extensive and concerning information regarding both Brinks Resources Ltd and its sole director. This raises serious questions as to the depth and sincerity of any alleged due diligence process. We also understand that RevoluPAY Spain submitted a formal compliance report to the Board, warning of significant risks tied to this agreement, highlighting the connections between Brinks Resources Ltd and companies involved with Bandenia in Spain. This report was neither acknowledged nor answered by management. Moreover, the loan granted by Brinks Resources Ltd reportedly: Could be convertible into shares under undisclosed conditions, potentially leading to shareholder dilution. Might include clauses affecting the governance of RevoluGROUP. Was granted by a director who held relevant positions in Bandenia companies in Spain and Cyprus. To this day, no official disclosure has been made to shareholders regarding this loan, despite the obligations of the TSX Venture Exchange and the British Columbia Securities Commission (BCSC), which require disclosure of all material agreements. We further remind the Board that continuing to execute this agreement could result in RevoluGROUP losing its Spanish, Canadian, and US licenses. OUR FINAL PROPOSAL In the interest of transparency and to avoid legal escalation, the Proxy Shareholder Group hereby makes its final offer: Immediate cancellation of the loan agreement signed with Brinks Resources Ltd. Substitution of the Proxy Shareholder Group (or any shareholder wishing to participate) in said financing, under equal or superior terms. Confirmation of our additional loan proposal of CAD 350,000, aimed at repaying debts and restoring compliance for TSX relisting. In parallel, we formally address RevoluGROUP's legal counsel: Even if a Non-Disclosure Agreement (NDA) prevents the publication of the Brinks Resources Ltd loan agreement, we believe this does not prevent you from answering the following basic compliance and regulatory questions: Does the loan agreement signed with Brinks Resources Ltd comply fully with TSX and BCSC regulations? Is the Brinks Resources Ltd loan convertible into shares, and if so, under what conditions? Does the Brinks Resources Ltd loan include any clauses affecting the company's governance, Board composition, or shareholder rights? Have the funds received been used exclusively in the interest of RevoluGROUP shareholders, excluding director compensation? Given the warnings received from RevoluPAY Spain, does this loan expose RevoluGROUP to regulatory risks that could threaten its licenses? We request clear, written answers to these questions within five (5) calendar days. This proposal represents our final amicable attempt to protect the company and its shareholders. Continued delays and opacity serve only those receiving remuneration while RevoluGROUP deteriorates further. We call upon all shareholders — whether they join the Proxy Group or not — to demand transparency and protect their investments by directly requesting explanations from the Board of Directors, the TSX Venture Exchange, and the BCSC.
Cision Canada
10-06-2025
- Business
- Cision Canada
RevoluGROUP Shareholders Demand Transparency and Governance Reform as Board Ignores Material Proposal
VANCOUVER, BC, /CNW/ -- RevoluGROUP Canada Inc. (TSX-V: REVO), (Frankfurt: IJA2), (Munich: A2PU92) A group of shareholders representing more than 10% of the issued and outstanding shares of RevoluGROUP Canada Inc. (TSXV: REVO) has submitted a formal proposal to the Board of Directors that outlines a fully financed and executable plan to resolve the Company's known financial liabilities and satisfy key conditions required for relisting on the TSX Venture Exchange. The proposal, delivered on May 31, 2025, was not disclosed publicly, and no acknowledgment has been made by the Board. 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.
