Fintech
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 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, it is intended that Justify will continue its corporate existence out of the Province of British Columbia and into the Province of Alberta in accordance with the provisions of the Business Corporations Act (British Columbia) and the Act (the “Continuance“) under the name “Everyday People Financial Corp.” or such other name as agreed to by Justify and EP and accepted by the applicable regulatory authorities and reconstitute its board of directors to consist of eight (8) directors (the “Board Reconstitution“). The Continuance and the Board Reconstitution were approved by the shareholders of Justify (the “Justify Shareholders“) at the annual and special meeting of Justify Shareholders held on November 24, 2021 (the “Justify Meeting“). As the proposed Qualifying Transaction is not a “Non-Arm’s Length Qualifying Transaction” (within the meaning of Policy 2.4 of the Exchange), the Amalgamation does not require approval of the Justify Shareholders.
Completion of the Qualifying Transaction is subject to a number of conditions precedent, including, but not limited to (i) acceptance by the Exchange and receipt of other applicable regulatory approvals; (ii) receipt of the requisite approval of Justify Shareholders of the Continuance and the Board Reconstitution, such approval having been obtained at the Justify Meeting; and (iii) receipt of the requisite approval of EP Shareholders of the Amalgamation. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.
Additional terms regarding the Qualifying Transaction were previously disclosed in the news releases of Justify and EP dated May 10, 2021, October 15, 2021 and October 19, 2021, which are available under Justify’s SEDAR profile at www.sedar.com.
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.
About EP
EP is a FinTech credit provider that offers credit and payment cards, payment processing, homeownership facilitation and collections services to serve an ecosystem of everyday people living in Canada and the United Kingdom.
EP is headquartered in Edmonton, Alberta. For more information on Everyday People Financial Inc., visit www.epfinancial.com and www.ephomes.ca.
For further information, please contact:
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]
Cautionary Note Regarding Forward-Looking Statements
This news release includes certain “forward-looking statements” under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the proposed Qualifying Transaction; and the business and operations of Justify after the proposed Qualifying Transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors, which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: expectations and assumptions concerning Justify, EP, the resulting issuer, the Qualifying Transaction, the timely receipt of all required shareholder and regulatory approvals, including the acceptance of the Exchange, the satisfaction of other closing conditions in accordance with the terms of the Business Combination 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. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Justify and EP disclaim 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 law.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder 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 news release.
Neither 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 news release.
Not for distribution to United States 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/107296
Fintech
Banking and Capital Markets: Navigating a Complex Future
Curated in collaboration with the London School of Economics and Political Science (LSE)
The global financial industry stands at a pivotal juncture, facing a rapidly evolving landscape shaped by technological disruption, sustainability mandates, and geopolitical uncertainties. The end of prolonged accommodative monetary policies has ushered in an era of increased scrutiny, regulatory tightening, and heightened demand for innovation. At the same time, financial technology (fintech) continues to transform the sector, driving new opportunities and challenges for traditional banking systems.
This article delves into the strategic issues currently defining Banking and Capital Markets. Drawing from expert insights curated by Lutfey Siddiqi, Visiting Professor-in-Practice at LSE, it examines the dynamic risk environment, emerging technology trends, shifts in banking business models, and the growing focus on sustainability and talent development.
Key Issues Influencing Banking and Capital Markets
- The Financial Risk Landscape: Heightened geopolitical tensions and regulatory demands are reshaping the industry.
- Financial Technology: Emerging technologies such as artificial intelligence (AI) and blockchain offer potential but also pose significant implementation challenges.
- Banking Business Models: Institutions are adopting diverse strategies to navigate competition and shifting market demands.
- Financial Talent: Attracting the next generation of banking professionals requires a clear purpose and forward-thinking policies.
- Sustainability and Finance: Balancing environmental and social goals with immediate business priorities is a growing challenge.
1. Latest Insights: Shifting the Banking Paradigm
Experts highlight the profound challenges and opportunities facing financial institutions today. From geopolitical volatility to advances in fintech, the banking landscape demands unprecedented agility. Recent developments include:
- Monetary Policy Adjustments: China’s central bank explores easing policies to boost investment.
- Regulatory Scrutiny: Global banking rules, such as Basel 3.1 reforms, are under review, signaling potential shifts in global supervision.
- Financial Inclusion: Updates from the Financial Action Task Force (FATF) aim to balance anti-money laundering standards with broader access to financial services.
These trends emphasize the need for financial institutions to anticipate disruptions while fostering resilience and innovation.
2. Strategic Context: Transforming Banking in a High-Stakes Era
2.1 The Financial Risk Landscape
Banks are grappling with an increasingly volatile environment characterized by geopolitical tensions, regulatory reforms, and market disruptions. The end of ultra-loose monetary policies has highlighted weaknesses in traditional funding models, exemplified by the high-profile collapses of Silicon Valley Bank and Credit Suisse in 2023.
Regulators are tightening oversight, expanding their focus to include non-bank institutions and fintech companies. Additionally, rising geopolitical tensions demand localized data operations, robust cybersecurity measures, and new approaches to global strategy.
Key takeaway: In an age of uncertainty, resilience and stability are essential.
2.2 Financial Technology
The Fourth Industrial Revolution continues to reshape banking through advancements like AI, blockchain, and quantum computing. However, challenges remain, such as limited real-world blockchain applications and increasing cybersecurity risks tied to digitalization.
Financial institutions must adopt technology thoughtfully, focusing on solutions that address specific operational pain points and align with organizational goals. Balancing efficiency with contingency planning for outages and cyber threats is paramount.
Key takeaway: Tech adoption must prioritize practicality, security, and alignment with purpose.
2.3 Banking Business Models
Global trends are driving a diversification of banking models. Some institutions are scaling back operations in unprofitable markets, while others are leveraging acquisitions or digital innovation to expand. The rise of big tech competitors—armed with vast behavioral data—adds a new layer of complexity to the competitive landscape.
Emerging trends include:
- Consolidation of corporate and private banking services.
- Strategic retreats from costly markets, such as HSBC’s exit from US retail banking.
- Big tech firms offering financial services as data-driven loss leaders.
Key takeaway: Differentiation and adaptability are critical in a fragmented, competitive market.
2.4 Financial Talent
The banking sector faces a mounting talent crisis, particularly among younger generations who view the industry as outdated or misaligned with their values. To attract top talent, banks must redefine their purpose and emphasize their commitment to sustainability, innovation, and career growth opportunities.
Surveys indicate that young professionals seek workplaces offering training, flexibility, and inclusive leadership. Reskilling initiatives and a focus on digital expertise will also be key to preparing employees for the future.
Key takeaway: A compelling vision for the future of banking is essential to attract and retain top talent.
2.5 Sustainability and Finance
Sustainability has become a focal point for the financial industry, driven by growing demand for ESG (Environmental, Social, and Governance) initiatives. However, backlash against greenwashing and tokenism has led banks to reevaluate their approaches.
Balancing short-term priorities like energy security with long-term goals like combating climate change requires bold leadership. Opportunities abound in areas such as carbon trading, green bonds, and sustainability-linked investment products. However, success demands authenticity and a commitment to systemic change.
Key takeaway: Embedding sustainability into core operations is vital for long-term success.
Transformation Maps: A Strategic Tool for Leaders
This analysis leverages the World Economic Forum’s Strategic Intelligence Transformation Maps, which provide an interconnected view of global trends and challenges. These tools enable leaders to explore key topics, such as cybersecurity, fintech, and sustainability, and understand how they shape the future of Banking and Capital Markets.
Conclusion
The financial industry’s journey through this transformative era requires agility, innovation, and a deep commitment to purpose. From adapting to geopolitical tensions to embracing sustainability and nurturing top talent, financial institutions must strike a delicate balance between tradition and progress.
By leveraging technology, redefining business models, and embedding ESG principles into their strategies, the sector can navigate today’s challenges and build a resilient, forward-thinking future.
For more insights and resources, visit the World Economic Forum’s Strategic Intelligence platform.
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Fintech
Former MD of SUI Foundation, Greg Siourounis, Joins xMoney Global as Co-Founder and CEO to build MiCA-Regulated Stablecoin Platform
xMoney Global, the global, inter-bank and cross crypto/fiat integrated payments platform has appointed award-winning economist Dr. Greg Siourounis as Co-Founder and CEO. The company is a Mastercard principal member, with strategic European licenses, such as e-Money and VASP.
As the digital landscape continues to evolve with the coming MiCA regulation, xMoney Global intends to lead Europe into this new transformative EU regulated stablecoin era. Greg Siourounis will lead the integration of xMoney’s advanced blockchain-enabled payments infrastructure with its upcoming stablecoin program. Stablecoins are a key driver of blockchain adoption in today’s market, now surpassing Bitcoin, remittances, and PayPal in annual transaction volume. As such, xMoney’s Global reputation positions it to bridge Web3 innovation with traditional finance, leading Europe into a new transformative EU regulated stablecoin era.
Dr. Greg, who has played a pioneering role in the growth of Sui Foundation as its former Managing Director and who previously founded Everypay, will drive xMoney Global’s next wave of growth. Beyond the standard reference of his academic work in 2024’s Nobel Prize in Economics, Dr. Greg’s career is also decorated with awards such as the 2005 Young Economist Award from The European Economic Association and the 2008 Austin Robinson Prize from The Royal Economic Society. His immediate target will be to focus on partnerships, regulatory alignment and market expansion, as xMoney Global looks to build a comprehensive payments platform that bridges legacy financial systems with the potential of decentralized finance.
Commenting on his appointment, Dr. Greg Siourounis, CEO of xMoney Global, said, “As Europe prepares to embrace MiCA regulation, xMoney Global is positioned to redefine what compliant, secure, and seamless digital payments can be. Our goal is to deliver a solid and trusted ecosystem that combines the strengths of traditional finance with the flexibility of blockchain technology to create a future-ready payment experience.”
Beniamin Mincu, Co-founder of MultiversX, said, “xMoney Global’s mission aligns perfectly with the vision of MultiversX to bring scalable and secure blockchain solutions to mainstream finance. This appointment marks a significant step toward building a more inclusive and resilient financial system.”
The launch of xMoney Global aims to offer a next-gen blockchain-as-a-service module backed by its native stablecoin, with key white-labeled services including acquiring, issuing, onramps/offramps and a sticky loyalty program, all backed by MultiversX’s state-of-the-art sharding technology. Following the surge in crypto markets after Trump’s pro-crypto Presidential win, xMoney will be ideally placed to accelerate real-world adoption as the easiest way for everyone (consumers, retail and e-commerce) to seamlessly access fiat and crypto currencies in an app, card or payment gateway.
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Fintech
Fintech Pulse: A Daily Dive into Industry Innovations and Developments
The financial technology sector continues to evolve at a rapid pace, offering innovations that disrupt traditional paradigms. Today’s briefing underscores fintech’s diverse growth avenues: from substantial venture capital plays and strategic partnerships to groundbreaking implementations in lending. Here’s a closer look at recent developments shaping the landscape.
Synapse’s Comeback and Andreessen Horowitz’s Strategic Bet
Source: Axios
Synapse, a financial infrastructure company previously embattled by controversy, is staging a remarkable comeback, backed by none other than venture capital heavyweight Andreessen Horowitz (a16z). With this new infusion of funds, Synapse aims to consolidate its position as a premier platform for building financial services tools.
This resurgence demonstrates the resilience of the fintech ecosystem, where innovation often prevails over turbulence. Synapse’s renewed vigor also signals that top-tier investors remain bullish on infrastructural solutions pivotal to the future of digital finance. Andreessen Horowitz’s participation not only validates Synapse’s model but also underscores the VC giant’s enduring interest in fintech infrastructure, even amid global economic uncertainties.
Analysis:
This partnership exemplifies the dynamism within fintech, highlighting the interplay of innovation, capital, and resilience. It also raises questions about the broader implications of giving second chances to firms with turbulent histories. While Synapse’s evolution could inspire others, it also places a spotlight on governance and accountability in high-growth sectors.
Israel’s Fintech Scene Gets a Boost with Investment in Finova Capital
Source: Calcalistech
Israeli fintech startup Finova Capital has raised an impressive $20 million in a funding round led by prominent institutional investors. This marks a significant milestone for the company as it seeks to expand its suite of financial solutions aimed at underserved markets.
Israel’s fintech ecosystem has long been recognized as a hub of innovation, and this latest investment only reinforces its global standing. Finova Capital’s focus on empowering smaller businesses and fostering financial inclusivity aligns with emerging trends where tech-driven solutions bridge critical gaps in financial services.
Analysis:
With this funding, Finova is poised to enhance its technological offerings while contributing to economic inclusion. However, the broader fintech industry will watch closely to see how the company leverages this capital amid increasing competition from regional and global players.
India’s Yubi Plans a Fundraising Push
Source: Bloomberg
Yubi, a prominent Indian fintech platform backed by Insight Partners, is reportedly preparing for a new fundraising round. Having already established itself as a leader in credit infrastructure, Yubi aims to bolster its offerings and expand its market footprint.
India’s fintech landscape is witnessing explosive growth, with platforms like Yubi playing a critical role in the credit ecosystem. Yubi’s planned fundraising reflects the broader appetite for scaling solutions that streamline credit access, particularly in emerging markets where traditional lending models often fall short.
Analysis:
This development highlights two key trends: the increasing reliance on credit platforms in high-growth economies and the strategic role of international investors like Insight Partners in driving fintech innovation. Yubi’s expansion plans could set a precedent for other regional fintech players seeking to scale amid global economic headwinds.
Provenir and Hastings Financial Services Win Global Recognition
Source: Business Wire
In a testament to the transformative power of digital lending solutions, Provenir and Hastings Financial Services have been jointly recognized for the Best Digital Lending Implementation at the IBSi Global Fintech Innovation Awards. This accolade underscores the success of their collaboration in modernizing the lending process through cutting-edge technology.
Provenir’s advanced decision-making platform and Hastings Financial Services’ lending expertise have delivered a solution that significantly enhances user experience, operational efficiency, and risk management. Such innovations highlight the increasing role of partnerships in advancing fintech’s digital transformation.
Analysis:
This recognition not only validates the efficacy of digital lending but also emphasizes the importance of partnerships in driving innovation. It signals to the industry that collaboration can be a powerful tool for staying ahead in a rapidly evolving marketplace.
Microf and Quantum Financial Technologies Forge New Alliances
Source: PR Newswire
Microf, a financial solutions provider, has announced a strategic partnership with Quantum Financial Technologies. This collaboration aims to expand lending solutions for contractors, providing streamlined access to capital for businesses in need of flexible financing options.
This partnership is a timely response to the growing demand for specialized financial products in niche markets. By leveraging Quantum’s technology, Microf can now offer more tailored solutions, particularly to contractors navigating complex financial requirements.
Analysis:
This development reflects a growing trend: the diversification of fintech offerings to serve specific market segments. As competition in mainstream fintech intensifies, targeting underserved niches could become a defining strategy for success.
Key Takeaways for the Fintech Ecosystem
- Resilience in Fintech Funding: Despite economic uncertainties, venture capital continues to fuel innovative fintech players like Synapse and Finova Capital.
- Regional Growth Stories: From Israel to India, fintech ecosystems are thriving, attracting global attention and investment.
- Collaboration as a Catalyst: The success of partnerships like Provenir-Hastings and Microf-Quantum underscores the importance of strategic alliances.
- The Power of Recognition: Awards like the IBSi Fintech Innovation Awards validate industry achievements, inspiring others to push the envelope.
- Focus on Inclusion: Whether through credit platforms or lending solutions, fintech is playing a pivotal role in fostering financial inclusivity worldwide.
Looking Ahead: Challenges and Opportunities
The fintech sector’s journey is far from linear. Regulatory complexities, technological disruptions, and market volatility remain persistent challenges. However, as seen in today’s developments, the opportunities far outweigh the risks. By prioritizing innovation, collaboration, and inclusivity, fintech players can navigate the complexities of the global financial landscape.
This moment in fintech history is pivotal. It’s a time for bold decisions, strategic partnerships, and a commitment to bridging financial divides. As industry players rise to the occasion, the road ahead promises a future where technology and finance intertwine to empower individuals and businesses alike.
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