Vancouver, British Columbia--(Newsfile Corp. - October 15, 2021) - Justify Capital Corp. (TSXV: JST.P) ("Justify") and Everyday People Financial Inc. ("EP") are pleased to announce the proposed terms of the brokered private placement of approximately $12,000,000 in subscription receipts by EP, to be completed in connection with the proposed business combination of Justify and EP, which transaction (the "Qualifying Transaction") is intended to constitute Justify's "Qualifying Transaction" (within the meaning of Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange). For further details relating to the Qualifying Transaction, please refer to Justify's news release dated May 10, 2021.
EP Subscription Receipt Private Placement
EP has entered into an engagement letter dated October 13, 2021 with Cantor Fitzgerald Canada Corporation and ATB Capital Markets Inc. (collectively, the "LeadAgents"), as lead agents and joint bookrunners on behalf of a syndicate of agents (together with the Lead Agents, the "Agents"), in connection with the brokered private placement of approximately 12,000,000 subscription receipts ("Subscription Receipts") at a price of $1.00 per Subscription Receipt (the "Offering Price") for aggregate gross proceeds to EP of approximately $12,000,000, plus up to an additional 15% of the Subscription Receipts pursuant to an option (the "Agents' Option") granted to the Agents (the "Private Placement"). Closing of the Private Placement is expected to occur on or about November 12, 2021.
The Subscription Receipts will be created and issued pursuant to the terms of a subscription receipt agreement (the "Subscription Receipt Agreement") between Odyssey Trust Company, as subscription receipt agent (the "Subscription Receipt Agent"), EPand the Lead Agents. Each Subscription Receipt will be deemed to be automatically converted, without payment of additional consideration or further action by the holder thereof, into one unit comprised of one class "A" share in the capital of EP (each, an "EP Share") and one-half of one warrant to purchase EP Shares (each whole warrant, an "EP Warrant"), subject to adjustment in certain events, immediately before the closing of the Qualifying Transaction upon the satisfaction or waiver of the Escrow Release Conditions (as defined in the Subscription Receipt Agreement) at or before the date that is 120 days from the closing date of the Private Placement (the "Escrow ReleaseDeadline"). Each EP Warrant will entitle the holder thereof to acquire one EP Share at a price of $1.40 per EP Share at any time on or before the date which is 24 months from the date of closing of the Qualifying Transaction, subject to adjustment in certain events.
In consideration for their services in connection with the Private Placement, EP has agreed to pay the Agents a cash commission equal to 7.0% of the gross proceeds from the sale of the Subscription Receipts, 50% of which commission will be paid on the closing date of the Private Placement and the remaining 50% of which commission will be deposited in escrow. As additional consideration for the services of the Agents, the Agents will be granted non-transferable broker warrants of EP (the "EP Broker Warrants") equal to 7.0% of the number of Subscription Receipts sold in thePrivate Placement, including those Subscription Receipts issued in respect of the Agents' Option. Each EP Broker Warrant will be exercisable to acquire one EP Share at a price of $1.00per EP Share at any time on or before the date which is 24 months from the date of closing of the Private Placement. Notwithstanding the foregoing, the cash commission and the number of EP Broker Warrants will be reduced to 3.5% on proceeds of up to an aggregate amount of $1,500,000 from purchasers on the president's list.
Upon closing of the Private Placement, the gross proceeds of the Private Placement, less 50% of the cash commission and less 50% of the Agents' estimated expenses, will be deposited in escrow with the Subscription Receipt Agent pending satisfaction or waiver of the Escrow Release Conditions, in accordance with the provisions of the Subscription Receipt Agreement. Unless the requisite approval is obtained pursuant to and in accordance with the terms of the Subscription Receipt Agreement, if the Escrow Release Conditions are not satisfied at or before the Escrow Release Deadline, each of the then issued and outstanding Subscription Receipts will be cancelled and the Subscription Receipt Agent will return to each holder of Subscription Receipts an amount equal to the aggregate Offering Price of the Subscription Receipts held by such holder plus an amount equal to the holder's pro rata share of any interest or other income earned on the escrowed funds (less applicable withholding tax, if any). To the extent that the escrowed funds are insufficient to refund such amounts to each holder of the Subscription Receipts, EP shall be liable for and will contribute such amounts as are necessary to satisfy the shortfall.
EP intends to use the net proceeds from the Private Placement primarily to acquire EP homes inventory under the Bridge to Own™ program, for working capital for the financial services segment and for general corporate purposes.
The securities offered have not been registered under the United States Securities Act of 1933, as amended, or any state securities law, and may not be offered or sold in the United States absent registration or an exemption from such registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy in the United States nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
About Justify
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.
About EP
EP is a FinTech credit provider that offers credit and payment cards, payment processing, homeownership facilitation and collections services to serve an ecosystem of everyday people living in Canada and the United Kingdom.
EP is headquartered in Edmonton, Alberta. For more information on Everyday People Financial Inc., visit www.epfinancial.com and www.ephomes.ca.
For further information, please contact:
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
Email: letsconnect@epfinancial.com
Cautionary Note Regarding Forward-Looking Statements
This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the proposed Private Placement, the anticipated closing date of the Private Placement, the use of proceeds of the Private Placement and the terms and conditions of the proposed Qualifying Transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors, which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: satisfaction or waiver of all applicable conditions to the completion of the Qualifying Transaction (including receipt of all necessary shareholder, stock exchange and regulatory approvals or consents, and the absence of material changes with respect to the parties and their respective businesses) and ability to close the Private Placement on the proposed terms or at all. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Justify and EP disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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 Qualifying Transaction is subject to a number of conditions, including but not limited to, acceptance of the TSX Venture Exchangeand if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying 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 Qualifying Transaction, any information released or received with respect to the Qualifying 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 news release.
Neither 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 news release.
Not for distribution to United States 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/99810
