Business
Justify Capital Corp. Enters into Definitive Agreement for Proposed Qualifying Transaction with Everyday People Financial Inc.
Vancouver, British Columbia--(Newsfile Corp. - December 10, 2021) - Justify Capital Corp. (TSX...
About this update from Everyday People Financial Inc
[{"type":"text","content":"Justify Capital Corp. Enters into Definitive Agreement for Proposed Qualifying Transaction with Everyday People Financial Inc.Vancouver, British Columbia--(Newsfile Corp. - December 10, 2021) - Justify Capital Corp. (TSXV: JST.P) (\"Justify\") is pleased to announce, further to its news releases dated May 10, 2021, October 15, 2021 and October 19, 2021, that it has entered into a definitive business combination agreement dated December 6, 2021 (the \"Business Combination Agreement\") with Everyday People Financial Inc. (\"EP\") 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 (\"Policy 2.4\") of the TSX Venture Exchange (the \"Exchange\")).Justify and EP will provide further details in respect of the Qualifying Transaction in due course and will make available all information and disclosure required pursuant to Policy 2.4, including all financial information required by the Exchange. In particular, Justify and EP are working diligently on a filing statement for the Qualifying Transaction in accordance with the policies of the Exchange. The Business Combination Agreement provides for, among other things, a three-cornered amalgamation (the \"Amalgamation\") pursuant to which: (i) EP will amalgamate pursuant to the provisions of the Business Corporations Act (Alberta) (the \"Act\") with a wholly-owned subsidiary of Justify to be incorporated for the purposes of the Amalgamation; (ii) all of the outstanding class \"A\" shares in the capital of EP (each, an \"EP Share\") will be cancelled and, in consideration therefor, the holders thereof will receive common shares of Justify (each, a \"Justify Share\") on the basis of one (1) EP Share for one (1) Justify Share (the \"Exchange Ratio\") at a deemed price of $1.00 per Justify Share; (iii) holders of options and warrants to purchase EP Shares (the \"EP Securities\") will receive from Justify, options or warrants, as applicable, to purchase the same number of Justify Shares at the same exercise price per share as previously provided for in the former EP Securities, reflecting the Exchange Ratio; and (iv) the amalgamated corporation will become a wholly-owned subsidiary of Justify. After gi...