Revolugroup cancels convertible loan deal with Brinks

Executive Summary

• Revolugroup Canada’s board terminated, for cause, its April 23 2025 convertible loan agreement with Brinks Resources Ltd., citing regulatory and governance constraints under the company’s cease‑trade order (CTO).
• The company received a non‑binding Letter of Intent from Global Capital Opportunities SL (Madrid) expressing interest in investing in Revolugroup, subject to final documentation and approvals.
• No conversion of the loan into shares occurred; no securities were issued to Brinks, and the board is reviewing the status of loan proceeds while continuing work to lift the CTO.

Key Details

• Termination of Convertible Loan – Board approved termination “for cause” per agreement terms; formal notice sent to Brinks Resources Ltd.
• Reason for Termination – Regulatory obligations, governance standards, and inability to convert the loan due to the ongoing CTO made the financing untenable.
• Conversion Status – No conversion of the loan into shares took place; no securities were issued to Brinks.
• Letter of Intent (LOI) – Global Capital Opportunities SL (Madrid) proposes a strategic investment in Revolugroup Canada, focusing on ICT and fintech ventures that could support RevoluPay’s growth while maintaining regulatory separation.
• Indemnification – LOI includes customary indemnity protections for Revolugroup and its directors/officers concerning the transition from the prior financing arrangement.
• Potential Commercial Relationship – Ongoing discussions with a Canadian publicly listed compliance‑technology firm regarding a commercial tie‑up involving RP Payments SL (Spanish subsidiary), pending regulatory approvals.
• Loan Proceeds Review – Company is assessing permitted expenditures of amounts advanced under the terminated loan and will address any remaining matters in line with agreement terms and fiduciary duties.
• CTO Update – Substantial progress reported: majority of related‑party confirmation letters received; audit work nearing completion pending a few outstanding items.
• Governance Note – Board composition currently does not meet TSX‑V minimum independence requirements; review of potential candidates underway, including individuals linked to parties in strategic discussions.

Notable Quotes

(No direct quotes were provided in the release.)