Fintech
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 Transaction
Pursuant 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 The terms and conditions outlined in the LOI are non-binding on the parties and the LOI is expected to be superseded by the Definitive Agreement to be negotiated between the parties.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 issued and outstanding 3,360,000 Justify Shares, 300,000 stock options and 100,000 warrants to purchase Justify Shares.
EP currently has issued and outstanding 85,688,456 EP Shares, 2,850,000 stock options and 5,320,188 warrants to purchase EP Shares. EP may issue additional securities in connection with certain proposed acquisitions prior to the completion of the Transaction.
Concurrent Financing
The parties currently contemplate that EP will complete one or more brokered private placements of securities, which may include convertible debentures, subscription receipts or other convertible securities, which are currently being negotiated (the “Concurrent Financings“). It is intended that the Concurrent Financings would close prior to the closing of the Transaction. Further disclosure will be provided upon the successful negotiation. There is no assurance that such negotiations will be concluded successfully.
About EP
Everyday People Financial Inc. is a Canadian based FinTech company comprised of subsidiaries specializing in credit cards, lending, payment processing, homeownership facilitation and a collections agency. EP operates an advanced digital lending and banking services platform in partnership with DC Bank, a Schedule 1 Canadian Bank.
EP has operations in Canada, the United Kingdom and Europe with each subsidiary organized to carry-out operations in their own respective countries. The combined entities result in a vertically integrated finance company poised to serve a broad spectrum of large-scale corporate clients as well as underbanked and under-served consumers across the globe.
EP is headquartered in Edmonton, Alberta. For more information on Everyday People Financial Inc., visit www.epfinancial.com and www.ephomes.ca.
Management of the Resulting Issuer
As a result of the Transaction, the Resulting Issuer will indirectly carry on the business of EP and will change the Resulting Issuer’s name to “Everyday People Financial Inc.” or such other name as determined by EP and as may be accepted by the TSXV and any other relevant regulatory authorities.
If the Transaction is completed, it is expected that the board of directors of the Resulting Issuer on closing will be comprised of suitable nominees, each of whom will be appointed by EP. At the closing of the Transaction, the current directors of Justify will resign and be replaced by the nominees of EP, in accordance with corporate law and with the approval of the TSXV.
Conditions Precedent
Completion of the Transaction is subject to a number of conditions, including but not limited to:
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satisfactory completion of due diligence;
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execution of the Definitive Agreement;
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completion of the Concurrent Financings;
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receipt of all director, shareholder (if necessary) and requisite regulatory approvals, including the acceptance of the TSXV; and
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preparation and filing of a management information circular or filing statement outlining the definitive terms of the Transaction and describing the business to be conducted by the Resulting Issuer following completion of the Transaction, in accordance with the policies of the TSXV.
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.
Special Meeting of Justify Shareholders
The Transaction will be carried out by parties dealing at arm’s length to one another and therefore will not be considered a “Non-Arm’s Length Qualifying Transaction” as such term is defined in the CPC Policy. As a result, a special meeting of the shareholders of Justify is not required by the TSXV to approve the Transaction. However, the structure of the Transaction has not yet been finalized so shareholder approval under corporate law may be required.
Sponsorship
Justify intends to make an application for exemption from the sponsorship requirements of the TSXV in connection with the Transaction; however, there is no assurance that the TSXV will exempt Justify from all or part of the applicable sponsorship requirements.
Trading Halt
Trading in the Justify Shares has been halted and is not expected to resume trading until completion of the Transaction or until the TSXV receives the requisite documentation to resume trading.
Further Information
Justify will provide further details in respect of the Transaction in due course by way of press release in accordance with the requirements of TSXV Policy 2.4 – Capital Pool Companies. However, Justify will make available to the TSXV all information, including financial information, as required by the TSXV and will provide, in a press release to be disseminated at a later date, required disclosure.
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 Transaction is subject to a number of conditions, including but not limited to, acceptance of the TSXV and if applicable pursuant to the requirements of the TSXV, majority of the minority approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the 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 Transaction, any information released or received with respect to the 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 press release.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
For further information:
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: [email protected]
Neither the 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 release.
Notice on Forward-Looking Information
This press release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements“) within the meaning of applicable securities laws. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “will”, “estimates”, “believes”, “intends” “expects” and similar expressions which are intended to identify forward-looking statements. More particularly and without limitation, this press release contains forward-looking statements concerning the Transaction, the Concurrent Financings, the expected composition of the board of directors of the Resulting Issuer, the completion and timing of the application to the TSXV in respect of the Transaction, the proposed structure by which the Transaction is to be completed, the ability of Justify and EP to meet the conditions of the Transaction in the required timeframes, obtaining the necessary exemptions and approvals from the TSXV or other regulatory bodies, including the business, name and function of the Resulting Issuer and certain financial information and forecasts. Justify cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of Justify and EP, including expectations and assumptions concerning Justify, EP, the Resulting Issuer, the Transaction, the negotiation of the Definitive Agreement on satisfactory terms, the timely receipt of all required shareholder, court and regulatory approvals (as applicable), including the acceptance of the TSXV, the satisfaction of other closing conditions in accordance with the terms of the Definitive Agreement, as well as other risks and uncertainties, including those described in Justify’s final prospectus dated September 14, 2020 filed with the British Columbia Securities Commission, the Alberta Securities Commission and the Ontario Securities Commission and available on SEDAR at www.sedar.com. The reader is cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of Justify. The reader is cautioned not to place undue reliance on any forward-looking statements. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this press release are made as of the date of this press release, and Justify does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
Not for distribution to U.S. 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/83533
Fintech
Central banks and the FinTech sector unite to change global payments space
The BIS, along with seven leading central banks and a cohort of private financial firms, has embarked on an ambitious venture known as Project Agorá.
Named after the Greek word for “marketplace,” this initiative stands at the forefront of exploring the potential of tokenisation to significantly enhance the operational efficiency of the monetary system worldwide.
Central to this pioneering project are the Bank of France (on behalf of the Eurosystem), the Bank of Japan, the Bank of Korea, the Bank of Mexico, the Swiss National Bank, the Bank of England, and the Federal Reserve Bank of New York. These institutions have joined forces under the banner of Project Agorá, in partnership with an extensive assembly of private financial entities convened by the Institute of International Finance (IIF).
At the heart of Project Agorá is the pursuit of integrating tokenised commercial bank deposits with tokenised wholesale central bank money within a unified, public-private programmable financial platform. By harnessing the advanced capabilities of smart contracts and programmability, the project aspires to unlock new transactional possibilities that were previously infeasible or impractical, thereby fostering novel opportunities that could benefit businesses and consumers alike.
The collaborative effort seeks to address and surmount a variety of structural inefficiencies that currently plague cross-border payments. These challenges include disparate legal, regulatory, and technical standards; varying operating hours and time zones; and the heightened complexity associated with conducting financial integrity checks (such as anti-money laundering and customer verification procedures), which are often redundantly executed across multiple stages of a single transaction due to the involvement of several intermediaries.
As a beacon of experimental and exploratory projects, the BIS Innovation Hub is committed to delivering public goods to the global central banking community through initiatives like Project Agorá. In line with this mission, the BIS will soon issue a call for expressions of interest from private financial institutions eager to contribute to this ground-breaking project. The IIF will facilitate the involvement of private sector participants, extending an invitation to regulated financial institutions representing each of the seven aforementioned currencies to partake in this transformative endeavour.
Source: fintech.globa
The post Central banks and the FinTech sector unite to change global payments space appeared first on HIPTHER Alerts.
Fintech
TD Bank inks multi-year strategic partnership with Google Cloud
TD Bank has inked a multi-year deal with Google Cloud as it looks to streamline the development and deployment of new products and services.
The deal will see the Canadian banking group integrate the vendor’s cloud services into a wider portion of its technology solutions portfolio, a move which TD expects will enable it “to respond quickly to changing customer expectations by rolling out new features, updates, or entirely new financial products at an accelerated pace”.
This marks an expansion of the already established relationship between TD Bank and Google Cloud after the group previously adopted the vendor’s Google Kubernetes Engine (GKE) for TD Securities Automated Trading (TDSAT), the Chicago-based subsidiary of its investment banking unit, TD Securities.
TDSAT uses GKE for process automation and quantitative modelling across fixed income markets, resulting in the development of a “data-driven research platform” capable of processing large research workloads in trading.
Dan Bosman, SVP and CIO of TD Securities, claims the infrastructure has so far supported TDSAT with “compute-intensive quantitative analysis” while expanding the subsidiary’s “trading volumes and portfolio size”.
TD’s new partnership with Google Cloud will see the group attempt to replicate the same level of success across its entire portfolio.
Source: fintechfutures.com
The post TD Bank inks multi-year strategic partnership with Google Cloud appeared first on HIPTHER Alerts.
Fintech
MAS launches transformative platform to combat money laundering
The MAS has unveiled Cosmic, an acronym for Collaborative Sharing of Money Laundering/Terrorism Financing Information and Cases, a new money laundering platform.
According to Business Times, launched on April 1, Cosmic stands out as the first centralised digital platform dedicated to combating money laundering, terrorism financing, and proliferation financing on a worldwide scale. This move follows the enactment of the Financial Services and Markets (Amendment) Act 2023, which, along with its subsidiary legislation, commenced on the same day to provide a solid legal foundation and safeguards for information sharing among financial institutions (FIs).
Cosmic enables participating FIs to exchange customer information when certain “red flags” indicate potential suspicious activities. The platform’s introduction is a testament to MAS’s commitment to ensuring the integrity of the financial sector, mandating participants to establish stringent policies and operational safeguards to maintain the confidentiality of the shared information. This strategic approach allows for the efficient exchange of intelligence on potential criminal activities while protecting legitimate customers.
Significantly, Cosmic was co-developed by MAS and six leading commercial banks in Singapore—OCBC, UOB, DBS, Citibank, HSBC, and Standard Chartered—which will serve as participant FIs during its initial phase. The initiative emphasizes voluntary information sharing focused on addressing key financial crime risks within the commercial banking sector, such as the misuse of legal persons, trade finance, and proliferation financing.
Loo Siew Yee, assistant managing director for policy, payments, and financial crime at MAS, highlighted that Cosmic enhances the existing collaboration between the industry and law enforcement authorities, fortifying Singapore’s reputation as a well-regulated and trusted financial hub. Similarly, Pua Xiao Wei of Citi Singapore and Loretta Yuen of OCBC have expressed their institutions’ support for Cosmic, noting its potential to ramp up anti-money laundering efforts and its significance as a development in the banking sector’s ability to combat financial crimes efficiently. DBS’ Lam Chee Kin also praised Cosmic as a “game changer,” emphasizing the careful balance between combating financial crime and ensuring legitimate customers’ access to financial services.
Source: fintech.global
The post MAS launches transformative platform to combat money laundering appeared first on HIPTHER Alerts.
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