Justify Capital Corp. Enters into Letter of Intent for Qualifying Transaction with Everyday People Financial Inc.
Calgary, Alberta--(Newsfile Corp. - May 10, 2021) - Justify Capital Corp. (TSXV: JST.P) ("Justify") and Everyday People Financial Inc. ("EP") are pleased to announce that they have entered into a non-binding letter of intent (the "LOI") dated May 7, 2021, which outlines the general terms and conditions of a proposed business combination, by way of an amalgamation, arrangement, take-over bid or other similar form of transaction, which will result in EP, and in turn its subsidiaries, at the applicable time (or successor corporation, as the case may be) becoming a wholly-owned subsidiary of Justify or otherwise combining its corporate existence with that of Justify (the "Transaction"). Justify, after completion of the Transaction, is referred to herein as the "Resulting Issuer".
Justify is a "capital pool company" that completed its initial public offering in October, 2020. The common shares of Justify ("Justify Shares") are listed for trading on the TSX Venture Exchange ("TSXV") under the stock symbol JST.P. Justify has not commenced commercial operations and has no assets other than cash. It is intended that the Transaction, when completed, will constitute the "Qualifying Transaction" of Justify pursuant to Policy 2.4 - Capital Pool Companies (the "CPC Policy") of the TSXV.
Terms of the Transaction
Pursuant to the terms and conditions of the LOI, Justify and EP will negotiate and enter into a definitive agreement (the "Definitive Agreement") incorporating the principal terms of the Transaction as described in the LOI and this press release. There is no assurance that a Definitive Agreement will be successfully negotiated or entered into.
The LOI was negotiated at arm's length. The terms and conditions outlined in the LOI are non-binding on the parties and the LOI is expected to be superseded by the Definitive Agreement to be negotiated between the parties. Pursuant to the Transaction, all of the issued and outstanding Class "A" shares of EP ("EP Shares") will be exchanged for Justify Shares on a 1:1 basis. It is intended that any outstanding stock options and warrants of EP will be exercisable for comparable securities of the Resulting Issuer on the same economic terms.
Justify currently has issued and outstanding 3,360,000 Justify Shares, 300,000 stock options and 100,000 warrants to purchase Justify Shares.
EP currently has issued and outstanding 85,688,456 EP Shares, 2,850,000 stock options and 5,320,188 warrants to purchase EP Shares. EP may issue additional securities in connection with certain proposed acquisitions prior to the completion of the Transaction.
The parties currently contemplate that EP will complete one or more brokered private placements of securities, which may include convertible debentures, subscription receipts or other convertible securities, which are currently being negotiated (the "Concurrent Financings"). It is intended that the Concurrent Financings would close prior to the closing of the Transaction. Further disclosure will be provided upon the successful negotiation. There is no assurance that such negotiations will be concluded successfully.
Everyday People Financial Inc. is a Canadian based FinTech company comprised of subsidiaries specializing in credit cards, lending, payment processing, homeownership facilitation and a collections agency. EP operates an advanced digital lending and banking services platform in partnership with DC Bank, a Schedule 1 Canadian Bank.
EP has operations in Canada, the United Kingdom and Europe with each subsidiary organized to carry-out operations in their own respective countries. The combined entities result in a vertically integrated finance company poised to serve a broad spectrum of large-scale corporate clients as well as underbanked and under-served consumers across the globe.
Management of the Resulting Issuer
As a result of the Transaction, the Resulting Issuer will indirectly carry on the business of EP and will change the Resulting Issuer's name to "Everyday People Financial Inc." or such other name as determined by EP and as may be accepted by the TSXV and any other relevant regulatory authorities.
If the Transaction is completed, it is expected that the board of directors of the Resulting Issuer on closing will be comprised of suitable nominees, each of whom will be appointed by EP. At the closing of the Transaction, the current directors of Justify will resign and be replaced by the nominees of EP, in accordance with corporate law and with the approval of the TSXV.
Completion of the Transaction is subject to a number of conditions, including but not limited to:
satisfactory completion of due diligence;
execution of the Definitive Agreement;
completion of the Concurrent Financings;
receipt of all director, shareholder (if necessary) and requisite regulatory approvals, including the acceptance of the TSXV; and
preparation and filing of a management information circular or filing statement outlining the definitive terms of the Transaction and describing the business to be conducted by the Resulting Issuer following completion of the Transaction, in accordance with the policies of the TSXV.
Justify's principal business is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction. Investors are cautioned that trading in the securities of a capital pool company should be considered highly speculative.
Special Meeting of Justify Shareholders
The Transaction will be carried out by parties dealing at arm's length to one another and therefore will not be considered a "Non-Arm's Length Qualifying Transaction" as such term is defined in the CPC Policy. As a result, a special meeting of the shareholders of Justify is not required by the TSXV to approve the Transaction. However, the structure of the Transaction has not yet been finalized so shareholder approval under corporate law may be required.
Justify intends to make an application for exemption from the sponsorship requirements of the TSXV in connection with the Transaction; however, there is no assurance that the TSXV will exempt Justify from all or part of the applicable sponsorship requirements.
Trading in the Justify Shares has been halted and is not expected to resume trading until completion of the Transaction or until the TSXV receives the requisite documentation to resume trading.
Justify will provide further details in respect of the Transaction in due course by way of press release in accordance with the requirements of TSXV Policy 2.4 - Capital Pool Companies. However, Justify will make available to the TSXV all information, including financial information, as required by the TSXV and will provide, in a press release to be disseminated at a later date, required disclosure.
All information contained in this press release with respect to Justify and EP was supplied by the respective party for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.
Completion of the Transaction is subject to a number of conditions, including but not limited to, acceptance of the TSXV and if applicable pursuant to the requirements of the TSXV, majority of the minority approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
For further information:
Justify Capital Corp.
Richard A. Graham - President, Chief Executive Officer, Chief Financial Officer, Corporate Secretary and Director
Phone: (604) 689-1428
Everyday People Financial Inc.
Barret Reykdal - Chief Executive Officer
Phone: (780) 905-4444
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Notice on Forward-Looking Information
This press release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "will", "estimates", "believes", "intends" "expects" and similar expressions which are intended to identify forward-looking statements. More particularly and without limitation, this press release contains forward-looking statements concerning the Transaction, the Concurrent Financings, the expected composition of the board of directors of the Resulting Issuer, the completion and timing of the application to the TSXV in respect of the Transaction, the proposed structure by which the Transaction is to be completed, the ability of Justify and EP to meet the conditions of the Transaction in the required timeframes, obtaining the necessary exemptions and approvals from the TSXV or other regulatory bodies, including the business, name and function of the Resulting Issuer and certain financial information and forecasts. Justify cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of Justify and EP, including expectations and assumptions concerning Justify, EP, the Resulting Issuer, the Transaction, the negotiation of the Definitive Agreement on satisfactory terms, the timely receipt of all required shareholder, court and regulatory approvals (as applicable), including the acceptance of the TSXV, the satisfaction of other closing conditions in accordance with the terms of the Definitive Agreement, as well as other risks and uncertainties, including those described in Justify's final prospectus dated September 14, 2020 filed with the British Columbia Securities Commission, the Alberta Securities Commission and the Ontario Securities Commission and available on SEDAR at www.sedar.com. The reader is cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of Justify. The reader is cautioned not to place undue reliance on any forward-looking statements. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this press release are made as of the date of this press release, and Justify does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
Not for distribution to U.S. news wire services or for dissemination in the United States.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/83533