Business
Justify Capital Corp. Provides Update on Proposed Qualifying Transaction with Everyday People Financial Inc.
Vancouver, British Columbia--(Newsfile Corp. - October 19, 2021) - Justify Capital Corp. ...
About this update from Everyday People Financial Inc
[{"type":"text","content":"Justify Capital Corp. Provides Update on Proposed Qualifying Transaction with Everyday People Financial Inc.Vancouver, British Columbia--(Newsfile Corp. - October 19, 2021) - Justify Capital Corp. (TSXV: JST.P) (\"Justify\") is pleased to provide an update, further to its news releases dated May 10, 2021 and October 15, 2021, with respect to the proposed business combination of Justify and Everyday People Financial Inc. (\"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 (the \"Exchange\")). The parties continue to negotiate a definitive business combination agreement (the \"Business Combination Agreement\") in connection with the Qualifying Transaction.Additional Information Regarding the Business Combination Agreement and Qualifying TransactionThe Business Combination Agreement is expected to provide 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 giving effect to the Amalgamation, the shareholders of EP (the \"EP Shareholders\") will collectively exercise control over Justify. Prior to completion of the Qualifying Transaction (\"Closing\"), it is intended that Justify will continue its corporate existence out of the Province of British Columbia and into the...