Revolugroup, Global Compliance sign RP partnership MOU

Executive Summary

• Revolugroup Canada Inc. and Global Compliance Applications Corp. (GCAC) have signed a non‑binding memorandum of understanding to create a joint strategic partnership involving RP Payment Services SL.
• GCAC proposes to acquire up to 50 % of RP Payment Services, offering €150,000 cash and up to 88 million GCAC common shares at $0.005 per share (≈ $440,000), for an aggregate indicative consideration of ≈ $683,000.
• The partnership aims to combine RP Payment Services’ regulated European crypto‑to‑fiat platform with GCAC’s Efixii compliance technology to build a MiCA‑ready payments solution and expand the business across Europe.

Key Details

• MoU Scope: Joint governance of RP Payment Services with equal board representation; Revolugroup retains at least 50 % ownership and approval rights over strategic, regulatory and risk matters.
• Indicative Consideration:
• €150,000 cash (≈ $243,000)
• Up to 88 million GCAC common shares issued at $0.005 per share (≈ $440,000)
• Total indicative value ≈ $683,000, subject to due‑diligence and definitive agreements.
• Use of Proceeds: Funds will be applied at the subsidiary level to support regulatory licensing, compliance infrastructure, and business development for RP Payment Services.
• Regulatory Conditions: Completion pending satisfactory regulatory, exchange, and corporate approvals; MoU is non‑binding except for confidentiality and governing law provisions.
• Strategic Rationale:
• Combine RP Payment Services’ European crypto‑to‑fiat capabilities with GCAC’s compliance/onboarding technology (Efixii).
• Build a MiCA‑ready, compliance‑first wallet that integrates fiat on‑ramps, crypto off‑ramps, coupons and secure communications on an Ethereum L2.
• Target larger clients and more sophisticated use cases in highly regulated European markets.
• Management Comments:
• Ryan Gibson (CEO, GCAC) highlighted the creation of a unified wallet that transforms payment tools into an active commercial operating system.
• Alfredo Manresa (CEO, RevoluPay EP SL) emphasized deepening MiCA‑aligned compliance capabilities and growth opportunities.
• Gavin McMillan (Director, Revolugroup Canada) noted the partnership’s potential to generate new capital, revenue streams, and operational focus while protecting shareholders from dilution.
• Board Update: Current board composition disclosed; company not in full compliance with TSX‑V board independence requirements and is reviewing candidates for remediation.

Notable Quotes

“We’re excited to bring together RP Payment Services’ regulated European platform and our technology to jointly scale the business… Turning a wallet from a passive payment tool into a turnkey active commercial operating system…” – Ryan Gibson, CEO, Global Compliance Applications

“This MoU is an exciting step forward for our European operations. It allows us to deepen our MiCA‑aligned compliance capabilities while expanding the platform to support new clients and growth opportunities.” – Alfredo Manresa, CEO, RevoluPay EP SL