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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 ) (" J...

articleEveryday People Financial IncMay 10, 20215/company/everyday-people-financial-corp/news/justify-capital-corp-enters-into-letter-of-intent-for-qualifying-transaction-with-everyday-people-financial-inc
Justify Capital Corp. Enters into Letter of Intent for Qualifying Transaction with Everyday People Financial Inc.

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[{"type":"text","content":"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 TransactionPursuant 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 ...

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