1. RevoluGROUP faces a governance crisis over failures in transparency. 2. Company under Cease Trade Order due to failure to file financial statements. 3. Proxy Group accuses board of misuse of loan funds for personal compensation. 4. Board's misleading financial positions, including false claims on break-even. 5. Company has experienced executive turnover and increased regulatory risks.
The ongoing failures in governance and transparency create significant risk for investors. Historical cases show that companies with similar issues often face steep declines in market confidence and stock prices.
The article highlights critical governance failures that threaten investor confidence. With over 10% of shares represented by the Proxy Group, shareholder responses could significantly shift market dynamics.
Immediate regulatory scrutiny and potential enforcement actions can negatively impact TSXV:REVO. Such circumstances usually lead to rapid price reactions in the market.
VANCOUVER, BC, Sept. 9, 2025 /CNW/ -- The RevoluGROUP Proxy Shareholder Group, representing over 10% of the issued and outstanding shares of RevoluGROUP Canada Inc. (TSXV:REVO) (Frankfurt: IJA2) (Munich: A2PU92), issues this release in direct response to ongoing failures in governance, transparency, and fiduciary accountability under Director leadership.
CONTINUING FAILURE TO FILE FINANCIAL STATEMENTS
As of today, September 6, 2025, RevoluGROUP remains under a Cease Trade Order (CTO) due to its continued failure to file audited financial statements for the fiscal year ending May 31, 2024. Despite repeated commitments in board-issued news releases, no financial statements—annual or interim—have been filed to date.
The last public statement by the board referencing the Proxy Group's proposal was made on July 30, 2025, yet no corresponding filing appeared on SEDAR+, further eroding transparency and shareholder confidence.
MISUSE OF BRINKS LOAN FUNDS
The board has consistently refused to disclose the terms of the Brinks Resources Limited loan agreement, which was signed without board-wide approval, in violation of the April 25, 2025, board resolution.
It has come to light that:
FALSE CLAIMS REGARDING REVOLUPAY'S FINANCIAL POSITION
In a news release dated August 1, 2025, the board claimed that RevoluPAY was approaching break-even, stating:
"RevoluPAY continues to build momentum with operational break-even nearly achieved."
This statement is demonstrably false. RevoluPAY S.L., the Spanish subsidiary, holds over $2 million CAD in intercompany debt payable to the Canadian parent company RevoluGROUP CANADA Inc., as documented in publicly filed financial statements. Under applicable Canadian accounting standards (IFRS and NI 51-102), such intra-group liabilities directly affect the subsidiary's financial position and must be repaid to qualify as break-even.
The board's failure to disclose these obligations and mischaracterize the RevoluPAY situation misleads shareholders and violates National Policy 51-201 and TSXV Policy 3.3 regarding material information.
SELF-INFLICTED DISCREDITING OF FINANCIAL STATEMENTS
In its April 21, 2025, news release, the board indicated that certain previously filed financial statements may require restatement. Per Sedar+ all such statements from September 28, 2023, through April 29, 2024, were signed by the acting CEO and director, including:
By seemingly casting doubt on their own filings, directors have introduced significant regulatory risk. Under TSXV and BCSC rules, any potential material misstatements require immediate public disclosure, followed by corrected filings—none of which have occurred. Failure to act swiftly could expose the company to enforcement action under Section 162 of the BC Securities Act, including fines, director bans, and complete delisting.
DISCREPANCIES AND CONTRADICTIONS
A review of the board's own public news releases reveals multiple contradictions:
The pattern is clear: chronic procrastination, internal contradictions, and undisclosed financial dealings have defined the board's conduct.
A FAILED TENURE
Since August 23, 2023, RevoluGROUP has:
This record speaks for itself. Shareholders deserve leadership, not opacity and regulatory peril.
The RevoluGROUP Proxy Shareholder Group remains committed to full restoration of compliance, financial transparency, and proper governance. We continue to call for immediate action to:
View original content:https://www.prnewswire.com/news-releases/revolugroup-proxy-shareholder-group-addresses-leadership-crisis-and-disclosure-failures-302550859.html
SOURCE Proxy Group RevoluGROUP
View original content: http://www.newswire.ca/en/releases/archive/September2025/08/c9467.html