EDMONTON, AB, Sept. 2, 2022 /CNW/ - Carrie Reykdal (the "Acquiror") announced today that she has, through EAM Enterprises Inc. ("EAM"), a corporation wholly-owned by the Acquiror, acquired beneficial ownership of 23,018,400 common shares ("Common Shares") of Everyday People Financial Corp. (formerly Justify Capital Corp.) ("Everyday People") and 1,000,000 warrants to acquire Common Shares ("Warrants") of Everyday People in connection with Everyday People's qualifying transaction (the "Qualifying Transaction") with Everyday People Financial Inc. ("Former EP") that was completed on August 31, 2022. The Qualifying Transaction constituted the "Qualifying Transaction" for Everyday People under Policy 2.4 of the TSXV Corporate Finance Manual. In connection with the Qualifying Transaction, Everyday People acquired all of the issued and outstanding securities of Former EP by way of a three-cornered amalgamation whereby Former EP amalgamated with a wholly-owned subsidiary of Everyday People ("Subco"). Upon the completion of the Qualifying Transaction, the Acquiror, through EAM, acquired beneficial ownership of the Common Shares and the Warrants in exchange for the 23,018,400 common shares in the capital of Former EP (the "Former EP Shares") and the 1,000,000 warrants of Former EP (the "Former EP Warrants"), respectively, held prior to the Qualifying Transaction. Each Warrant entitles the holder to acquire one Common Share at a price of C$1.25 per Common Share and is exercisable at any time on or before November 21, 2022. Further information in respect of the Qualifying Transaction is contained in Everyday People's news release dated September 2, 2022.
The Common Shares and Warrants acquired by the Acquiror through EAM were issued in exchange for the Former EP Shares and Former EP Warrants held prior to the Qualifying Transaction, without payment of additional consideration, at an exchange ratio of one Common Share for each Former EP Share and one Warrant for each Former EP Warrant. The Common Shares were issued at a deemed price of C$1.00 per Common Share. Immediately prior to the closing of the Qualifying Transaction, the Acquiror did not beneficially own any securities of Everyday People. Immediately following the closing of the Qualifying Transaction, if the 1,000,000 Warrants are fully exercised, the Acquiror would beneficially own an aggregate of 24,018,400 Common Shares, representing approximately 21.30% of the issued and outstanding Common Shares calculated on a partially-diluted basis (based on the number of Common Shares issued and outstanding on the date of the closing of the Qualifying Transaction being 111,775,054, and assuming the exercise of the 1,000,000 Warrants).
The Acquiror, through EAM, acquired the Common Shares and Warrants upon the completion of the Qualifying Transaction. The Common Shares and Warrants beneficially owned or controlled by the Acquiror and EAM are for investment purposes. The Acquiror and EAM currently have no plans or intentions that relate to, or would result in, any of the actions requiring disclosure under the early warning reporting provisions of applicable securities laws. Depending on market conditions, general economic and industry conditions, trading prices of Everyday People's securities, Everyday People's business, financial condition and prospects and/or other relevant factors, the Acquiror and EAM may develop such plans or intentions in the future and may from time to time acquire additional securities, dispose of some or all of the existing or additional securities or may continue to hold the Common Shares, Warrants or other securities of Everyday People.
This news release is being issued under the early warning reporting provisions of applicable securities laws. An early warning report with additional information in respect of the foregoing matters will be filed and made available under the SEDAR profile of Everyday People at www.sedar.com. To obtain a copy of the early warning report, you may also contact Gordon Reykdal, the President of EAM, at 587-410-4532. The Acquiror's address is 9112 Valleyview Drive, Edmonton, Alberta, T5R 5T7. Everyday People's head office is located at Suite 450, 11150 Jasper Avenue, Edmonton, Alberta T5K 0C7.
Certain statements in this news release are forward-looking statements and are prospective in nature, including statements with respect to the Acquiror's future intentions regarding the securities of Everyday People. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Such forward-looking statements should therefore be construed in light of such factors, and the Acquiror is not under any obligation, and expressly disclaims 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 applicable law.
SOURCE EAM Enterprises Inc.
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