GCAC and RevoluGROUP Announce Commercial Development and Revenue Sharing Agreement

Global Compliance Applications Corp. (CSE: APP) (FSE: TK6) (OTC Pink: FUAPF) (the "Company" or "GCAC") and RevoluGROUP Canada Inc. (TSXV: REVO) (FSE: IJA2) (Munich: A2PU92) ("RevoluGROUP") are pleased to announce that they have entered into a Master Commercial Development, MiCA-Related Transition Support and Revenue Sharing Agreement with RP Payment Services S.L. ("RPPS") and RevoluPAY EP S.L. ("RevoluPAY") (the "Agreement").

The Agreement establishes a framework under which GCAC will support commercial development, business development, client introductions, technology integrations, MiCA-related transition support where applicable, partner development, and revenue-generating initiatives involving RPPS, RevoluPAY, and the broader RevoluGROUP ecosystem, subject to applicable regulatory, compliance, corporate, exchange, and operational requirements.

Under the Agreement, GCAC has been granted certain exclusive commercial development and passporting-related rights for approved opportunities across supported European markets, excluding Spain where such rights are non-exclusive. These rights remain subject at all times to applicable law, regulatory approval, RPPS and RevoluPAY compliance approval, RevoluGROUP approval where required, reserved matters, and transaction-specific implementation arrangements.

The parties also intend to pursue selected international opportunities through RevoluPAY's existing partnerships, payment infrastructure, and payment rails, where legally available, approved, and operationally supported.

RPPS and RevoluPAY will retain all regulatory authority, compliance responsibilities, licence maintenance obligations, and regulatory relationships. The Agreement is not an acquisition of any regulated entity, licence, authorization, or operating asset, and does not transfer control of any regulated activity to GCAC.
The Agreement is a commercial revenue development arrangement and does not transfer ownership or control of RevoluGROUP's subsidiaries or core operating assets. RevoluGROUP retains its existing ownership interests.

As consideration for the rights granted under the Agreement, GCAC has agreed to issue 20,000,000 common shares to RevoluGROUP, subject to approval by GCAC's Board of Directors, acceptance by the Canadian Securities Exchange where required, applicable securities laws, and any required hold periods or resale restrictions. No shares will be issued unless and until all required approvals or acceptances are obtained.

The Agreement has an initial term of five years and includes revenue-sharing provisions pursuant to which revenues generated from approved commercial activities will be shared in accordance with the revenue-sharing formula set out in the Agreement, which provides for an equal sharing model for approved commercial activities, subject to applicable deductions, implementation arrangements, regulatory requirements, and the terms of the Agreement.

Subject to applicable legal, regulatory, compliance, exchange, corporate, and operational requirements, revenues generated through the Agreement may provide working capital to support RevoluGROUP's ongoing administrative, legal, accounting, regulatory, audit, and public company obligations.

Ryan Gibson, Chief Executive Officer of GCAC, states, "We appreciate the opportunity to work with RevoluGROUP on this initiative. This Agreement provides a practical framework for GCAC and RevoluGROUP to pursue ordinary-course revenue opportunities by combining compliance technology, blockchain, payments, and commercial development capabilities with the payment and digital asset infrastructure associated with RPPS and RevoluPAY. We believe this is a constructive step forward for both companies as we work to develop new commercial opportunities in a disciplined and responsible way."

The Agreement is intended to facilitate ordinary-course commercial development and revenue-sharing activities. All regulated activities remain subject to the oversight and approval of RPPS, RevoluPAY, and applicable regulatory authorities.

The Agreement remains subject to customary implementation requirements, including applicable regulatory, compliance, corporate, subsidiary-level, banking, securities, and exchange approvals. There can be no assurance that any specific revenue, transaction, client relationship, regulatory outcome, working capital benefit, European market opportunity, international opportunity, or commercial benefit will result from the Agreement.

About Global Compliance Applications Corp.
GCAC is a global leader in designing blockchain and machine learning solutions for regulated industries. Its leading solution, Efixii, is an Ethereum Layer 2 blockchain specializing in data integrity, compliance, and wallet technology.

About RevoluGROUP Canada Inc.

RevoluGROUP Canada Inc. is a publicly traded company focused on digital payments and related technology. For further information on RevoluGROUP Canada Inc. (TSXV: REVO)

NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THEIR POLICIES) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

This release includes certain statements that may be deemed to be "forward-looking statements". All statements in this release, other than statements of historical facts, that address events or developments that Management of the Company expects, are forward-looking statements. Although Management believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, and actual results or developments may differ materially from those in the forward-looking statements. The Company undertakes no obligation to update these forward-looking statements if Management's beliefs, estimates or opinions, or other factors, should change. Factors that could cause actual results to differ materially from those in forward-looking statements, include market prices, exploration and development successes, continued availability of capital and financing, and general economic, market or business conditions. Please see the public filings of the Company at www.sedarplus.com for further information.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/300410