Mr. Graham Rankin reports
EVERYDAY PEOPLE FINANCIAL CORP. PROVIDES ADDITIONAL DISCLOSURE REGARDING DISTRIBUTION OF FINCARD SHARES TO SHAREHOLDERS
Everyday People Financial Corp. (EP Financial) has provided additional disclosure regarding the proposed distribution of Class A common voting shares of FinCard Financial Services Inc. to shareholders of the company, as further described in the company's management information circular dated June 23, 2026.
As disclosed in the circular, FinCard has issued 139,581,636 Class A common voting shares into trust for the benefit of the company's shareholders pursuant to a trust agreement entered into among FinCard, the company and Barret Reykdal as bare trustee, with Odyssey Trust Company as the transfer agent. The FinCard shares are intended to be distributed on a one-for-one (1:1) basis to shareholders of the company who are shareholders of record as of July 23, 2026, with each such shareholder receiving one FinCard share for each common share of the company held on July 23, 2026.
The company also notes that, on June 12, 2026, FinCard and Smartset Services Inc. announced a letter of intent concerning a proposed qualifying transaction (QT). The proposed FinCard share distribution remains independent of and not conditional upon completion of the QT. Shareholders of the company will receive the FinCard shares whether or not the proposed QT is completed. The QT only affects whether those FinCard shares ultimately become shares of a TSX Venture Exchange-listed issuer; it does not affect shareholders' entitlement to receive the FinCard shares themselves.
Further, the company wishes to clarify that the distribution of FinCard shares is not part of the consideration payable to the company in connection with the proposed divestiture of the company's non-core financial services subsidiaries and is independent of, and not conditional upon, shareholder approval or completion of the divestiture transaction described in the circular filed on SEDAR+ under the company's profile. Subject to applicable legal, regulatory and administrative requirements, the company's shareholders will be entitled to receive the FinCard shares regardless of whether disinterested shareholders approve the proposed divestiture transaction at the company's annual and special meeting scheduled for July 23, 2026.
"Our shareholders have supported EP Financial through every stage of its growth, and we believe they should have the opportunity to participate directly in the next chapter of value creation," said Gordon Reykdal, executive chairman of FinCard and senior adviser to EP Financial. "The FinCard share distribution is intended to recognize and reward that loyalty by providing shareholders with a direct ownership interest in FinCard and its future growth opportunities while allowing EP Financial to sharpen its focus on building a pure play, leading revenue cycle management business."
As previously disclosed, FinCard is currently a private Alberta corporation and is not a reporting issuer in any jurisdiction of Canada. Accordingly, the FinCard shares will be subject to resale restrictions under applicable securities laws and transfer restrictions contained in FinCard's articles.
Additional details concerning the proposed divestiture transaction, FinCard, the FinCard share distribution and associated risk factors are contained in the circular, which is available under the company's profile on SEDAR+.
About FinCard Financial Services Inc.
FinCard, a private company, was 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 (the purchaser) and Everyday People Investments Inc., a 100-per-cent-owned subsidiary of the company, entered into a share purchase agreement dated March 11, 2026 to acquire the company'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. EAM Enterprises Inc. is a private company owned by Carrie Reykdal, the wife of Mr. Reykdal, the executive chairman of FinCard and senior advisor of EP Financial. As a result of the relationship between FinCard, EAM and the company, the EP SPA constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. Additional information regarding the terms of the EP SPA and the related party transaction disclosure required under MI 61-101 is set out in the company's news release dated March 11, 2026, which expands on the terms of the EP SPA and is available under the company's profile on SEDAR+. The EP SPA has received conditional approval from the TSX-V and remains subject to: (i) approval by disinterested shareholders of the company of which shareholder meeting is 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 about July 23, 2026.
About Everyday People Financial Corp.
Everyday People is a pure play international revenue cycle management (RCM) company, providing fee-for-service receivables management and debt collection services across Canada and the United Kingdom. First established in 1988, Everyday People has a work force of over 690 professionals operating across Canada and the United Kingdom.
The company's RCM platform -- operating under BPO, EPFS, CCS, ACT, GCS and Groupe Solution -- helps organizations recover receivables and streamline billing processes without purchasing consumer debt.
Founded on the belief that everyone deserves a second chance to financially re-establish themselves, the company is committed to responsible receivables management that puts the customer at the heart of the process -- delivering optimal outcomes for clients while treating consumers with dignity and affordability.
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