Mr. Randy Clifford reports

JOINT NEWS RELEASE SMARTSET SERVICES INC. AND FINCARD FINANCIAL SERVICES INC. ANNOUNCE BINDING LETTER OF INTENT FOR QUALIFYING TRANSACTION

Smartset Services Inc. and FinCard Financial Services Inc. have entered into a binding letter of intent dated June 12, 2026 (the LOI), pursuant to which Smartset intends to acquire all of the issued and outstanding securities of FinCard. The acquisition is expected to constitute Smartset's qualifying transaction in accordance with Policy 2.4 -- Capital Pool Companies of the Corporate Finance Manual of the TSX Venture Exchange. The entity following the completion of the acquisition is referred to herein as the resulting issuer. All currency references in this news release are in Canadian dollars unless otherwise noted.

This news release is being co-issued with Everyday People Financial Corp. (TSX-V: EPF), which is not a party to the LOI, for informational purposes as EPF shareholders are directly affected by FinCard's proposed share distribution, as described herein.

About FinCard Financial Services Inc.

Incorporated in January, 2026, under the laws of Alberta, FinCard operates with a comprehensive compliance and payments infrastructure framework, handling the regulatory, technology and banking relationship layers so that its clients can focus on serving their own customers. FinCard's registered and head office is located at 450, 11150 Jasper Ave., Edmonton, Alta., T5K 0C7.

FinCard is a Canadian payments infrastructure built for the people at the end of the transaction. FinCard's technology platform enables organizations to issue prepaid cards, manage digital wallets and move money directly to the individuals they serve whether that means tip distribution for restaurant workers, health spending accounts for employees, benefit disbursements for government programs or corporate expense management.

FinCard is a private company and has entered into a share purchase agreement dated March 11, 2026 (the EP SPA), with EPF to acquire EPF's six non-core subsidiary companies: Everyday People Homes Inc., EP Homes II Inc., EP Travel Card Inc., Everyday People Care Inc., Everyday People Climb Credit Inc. and Everyday People Supply Chain Solutions Inc. (the divested subsidiaries). The EP SPA has received conditional approval from the TSX-V and remains subject to: (i) approval by disinterested shareholders of EPF at the annual and special general meeting of EPF shareholders scheduled for July 23, 2026; and (ii) final acceptance by the TSX-V following such EPF shareholder approval. It is anticipated that both approvals will be obtained and that the EP SPA will close on or prior to the closing date of the acquisition. Completion of the acquisition is conditional upon FinCard having obtained clear and unencumbered title to the divested subsidiaries prior to or concurrently with the closing of the acquisition.

FinCard is currently preparing audited financial statements required in connection with the acquisition. The company will make further announcements as the information becomes available. Additional information about FinCard, including all required financial statements, will be included in the filing statement, information circular or similar disclosure document to be prepared in connection with the acquisition and filed on SEDAR+ upon completion.

The company confirms that all additional disclosure required by TSX-V Policy 2.4, including the information prescribed under Section 11.2(b)(iii) of such policy that is not presently available, will be disclosed in a comprehensive subsequent news release and in the filing statement or other disclosure document to be filed in connection with the acquisition.

Acquisition summary

The LOI contemplates that the acquisition will be completed by way of a three-cornered amalgamation, or such other structure as may be determined based on tax, corporate and securities law advice, pursuant to which FinCard will amalgamate with a wholly owned subsidiary of Smartset, resulting in FinCard becoming a wholly owned subsidiary of the resulting issuer.

Upon completion of the acquisition, it is anticipated that the resulting issuer will be listed as a Tier 2 technology issuer on the TSX-V.

Consideration

Pursuant to the LOI, Smartset will issue an aggregate of 139,581,636 resulting issuer shares to the existing FinCard shareholders on a pro rata basis in exchange for all of the issued and outstanding FinCard shares, on a one-for-one share-for-share exchange basis. The price per consideration share will be determined in the context of the market at the time of the acquisition, in accordance with the policies of the TSX-V.

Consolidation

Prior to the closing of the acquisition, Smartset will complete a consolidation of its outstanding common shares on the basis of one postconsolidation share for each four preconsolidation shares, reducing its currently issued and outstanding 15.8 million common shares to 3.95 million postconsolidation shares. The existing 1.58 million stock options (exercisable at 10 cents per share) will be adjusted to 395,000 postconsolidation options exercisable at 40 cents per share, in accordance with the terms of the consolidation.

All resulting issuer shares issuable pursuant to the acquisition, the current financing, the convertible debenture (upon conversion), and the second financing are presented on a postconsolidation basis and will be issued following completion of the consolidation.

Proposed financings

The LOI contemplates the following financings to be completed leading up to and concurrent with the closing of the acquisition:

• A current financing of up to 12 million FinCard shares at a price of 25 cents per share for maximum gross proceeds of $3-million;
• A convertible debenture financing in the aggregate principal amount of up to $11-million, convertible into FinCard shares at a conversion price of 50 cents per share;
• A second financing of up to five million FinCard shares at a price of 50 cents per share for maximum gross proceeds of $2.5-million.

The net proceeds of the financings described above are expected to be used to finance: (i) the costs and expenses of the acquisition; (ii) the continuing operations and working capital requirements of the resulting issuer, including the business operations of FinCard; and (iii) general corporate purposes.

Finders' fees and commissions may be payable in connection with one or more of the financings described above, in accordance with the policies of the TSX-V. Details of any such fees or commissions will be provided in a subsequent news release and in the filing statement to be prepared in connection with the acquisition.

No deposits, advances or loans have been made or are currently proposed to be made by Smartset to FinCard, or by FinCard to Smartset, in connection with the acquisition.

Conditions to closing

completion of the acquisition is subject to a number of conditions, including, among other things: satisfactory completion of due diligence by each party; negotiation and execution of a definitive agreement; completion of the required financings; receipt of all required shareholder, third party and regulatory approvals, including the approval of the TSX-V; and other customary closing conditions for a transaction of this nature.

The parties will use best efforts to negotiate and execute the definitive agreement within 60 days of acceptance of the LOI, or such other date as may be mutually agreed upon in writing.

Pro forma share capital of the resulting issuer

The following table sets out the expected share capital of the resulting issuer on a fully diluted basis after giving effect to the acquisition, the consolidation and the contemplated financings (assuming maximum subscription under all financings).

Certain resulting issuer shares to be issued pursuant to the acquisition are expected to be subject to escrow requirements and resale restrictions under the policies of the TSX-V, including securities to be issued to principals (as defined under TSX-V policies), which will be subject to the escrow requirements of the TSX-V pursuant to Policy 5.4 -- Capital Structure, Escrow and Resale Restrictions, and hold periods imposed pursuant to applicable securities laws.

Proposed directors and officers of the resulting issuer

In conjunction with and upon closing of the acquisition, the board of directors of the resulting issuer is expected to consist of five directors, to be agreed upon by Smartset and FinCard.

The proposed directors and officers of the resulting issuer, including biographical information, as applicable, will be provided in a subsequent news release and in the filing statement to be prepared in connection with the acquisition.

Other information relating to the acquisition

The acquisition is not expected to constitute a non-arm's-length qualifying transaction (as such term is defined in the policies of the TSX-V) for Smartset. Accordingly, the acquisition is not expected to require the approval of the shareholders of Smartset, unless otherwise required by applicable corporate law or the policies of the TSX-V. The acquisition may require the approval of the FinCard shareholders. If required, FinCard will take all steps necessary to obtain the requisite shareholder approval on or prior to the closing date.

To the knowledge of Smartset, no non-arm's-length parties to Smartset (as such term is defined in the policies of the TSX-V) hold any direct or indirect beneficial interest in FinCard, the FinCard shares or any of the divested subsidiaries, and no non-arm's-length parties to Smartset are insiders of FinCard.

No finders' fees or commissions are payable in connection with the acquisition.

Notice to shareholders of Everyday People Financial Corp.

As previously announced by EPF on April 15, 2026, FinCard issued and set aside FinCard shares in trust for the future benefit of EPF shareholders. The FinCard shares are anticipated to be distributed to each EPF shareholder of record as of July 23, 2026 (the date of EPF's upcoming annual and special meeting of shareholders and the expected entitlement date), on the basis of one FinCard share for every EPF common share held. Upon completion of the acquisition, those FinCard shares are expected to convert into resulting issuer shares.

Smartset trading halt

In accordance with the policies of the TSX-V, trading in Smartset's common shares has been halted and will remain halted pending the TSX-V's review and receipt of satisfactory documentation in connection with the proposed acquisition, which, depending on the policies of the TSX-V, may not resume until completion of the acquisition.

About Smartset Services Inc.

Smartset is a capital pool company as defined under TSX-V Policy 2.4 -- Capital Pool Companies. The company was incorporated on May 9, 2013, pursuant to the provisions of the Business Corporations Act (Alberta) and was continued into British Columbia on Feb. 2, 2018. The head office and the registered office of the company is located at suite 1500, Royal Centre, 1055 West Georgia St., Vancouver, B.C., V6E 4N7. Smartset's common shares are listed on the TSX-V under the trading symbol SMAR.P. Smartset has not commenced commercial operations and has no assets other than cash. Smartset's objective is to identify and evaluate businesses or assets with a view to completing a qualifying transaction. Any proposed qualifying transaction must be approved by the TSX-V and, in the case of a non-arm's-length qualifying transaction, must also receive majority approval of the minority shareholders. Until the completion of a qualifying transaction, Smartset will not carry on any business other than the identification and evaluation of businesses or assets with a view to completing a proposed qualifying transaction. As of the date hereof, Smartset has 15.8 million common shares issued and outstanding (preconsolidation) and an aggregate of 1.58 million common shares are reserved for issuance upon the exercise of outstanding stock options exercisable at 10 cents per share (preconsolidation). Additional information relating to Smartset is available under the company's profile on SEDAR+.

We seek Safe Harbor.