Revolugroup, Global Compliance sign RP partnership MOU

Executive Summary

• Revolugroup Canada Inc. and Global Compliance Applications Corp. have signed a non‑binding memorandum of understanding to create a joint operational partnership around RP Payment Services SL, a regulated Spanish subsidiary of Revolugroup.
• Under the proposed framework GCAC could acquire up to 50 % of RP Payment Services, with an indicative consideration of €150,000 cash and up to 88 million GCAC common shares (≈ $440,000) for a total implied value of roughly $683,000.
• The partnership aims to combine RP Payment Services’ European crypto‑to‑fiat platform with GCAC’s Efixii compliance technology to build a MiCA‑ready payments solution and expand the service offering across Europe.

Key Details

• MoU Date: 6 Jan 2026 (non‑binding, subject to definitive agreements and regulatory approvals).
• Governance: RP Payment Services will remain within Revolugroup; board representation will be split equally between Revolugroup and GCAC, with Revolugroup retaining approval authority over strategic, regulatory and risk matters.
• Indicative Investment Structure:
• Cash consideration: €150,000 (≈ $243,000).
• Equity consideration: up to 88 million GCAC common shares at $0.005 per share (≈ $440,000).
• Total indicative value: ≈ $683,000.
• Ownership Post‑Transaction (proposed): GCAC up to 50 % of RP Payment Services; Revolugroup retains at least 50 % ownership and joint governance rights.
• Use of Proceeds: Funds would be applied at the subsidiary level to support regulatory licensing, compliance infrastructure, and business development for RP Payment Services.
• Strategic Rationale: Integration of GCAC’s Efixii compliance/onboarding technology with RP Payment Services’ crypto‑to‑fiat platform to create a unified, MiCA‑compliant wallet that combines fiat on‑ramps, crypto off‑ramps, coupons and secure communications on an Ethereum L2 solution.
• Quotes:
• Ryan Gibson (CEO, GCAC) highlighted the creation of a “MiCA‑ready” solution that transforms a passive wallet into an active commercial operating system.
• Alfredo Manresa (CEO, RevoluPay EP SL) described the MoU as an “exciting step forward” for European operations and compliance capabilities.
• Gavin McMillan (Director, Revolugroup Canada) noted the partnership will bring new capital, revenue opportunities and operational focus while protecting shareholders from dilution.
• Regulatory & Closing Conditions: Completion requires due diligence, execution of definitive agreements, and receipt of all required regulatory, exchange and corporate approvals. The MoU contains only confidentiality and governing‑law provisions as binding obligations.
• Board Update: Current board includes Mr. McMillan, Chris Becker and Jerry Shahriar (sole independent director). The company is not in full compliance with TSX‑V board composition requirements and is reviewing candidates to remediate the deficiency.

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

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The release contains no safe‑harbor or forward‑looking disclaimer beyond standard corporate language.