Everyday People Financial Inc. entered into a non-binding letter to acquire Justify Capital Corp. (TSXV:JST.P) in a reverse merger transaction on May 7, 2021. Everyday People Financial Inc. (EP) entered into a definitive agreement to acquire Justify Capital Corp. in a reverse merger transaction on December 6, 2021. Pursuant to the terms and conditions of the LOI, Justify and EP will negotiate and enter into a definitive agreement. All of issued and outstanding Class “A” shares of EP will be exchanged for Justify Shares on a 1:1 basis. EP Convertible Debentures shall be automatically converted into EP Shares immediately prior to the Effective Time. As consideration for issuance of Justify Shares to EP Shareholders to effect Amalgamation, Amalco will issue to Justify one Amalco Share for each Justify Share so issued. 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. Each EP Subscription Receipt shall be automatically converted into one EP Unit immediately prior to the Effective Time. Prior to Closing, Everyday People is expected to complete a non-brokered private placement of up to CAD 5,000,000 aggregate principal amount of convertible debentures at a price of CAD 10,000 per EP Convertible Debenture. Upon Closing, the current Justify Shareholders would hold an aggregate of approximately 3,360,000 Justify Shares, representing approximately 2.80% of the Justify Shares and the EP Shareholders (including those EP Shareholders who received EP Shares in connection with the EP Private Placements) would hold an aggregate of approximately 116,803,835 Justify Shares, representing approximately 97.20% of the Justify Shares. 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. Upon the closing, it is anticipated that Barret Reykdal, Remo Mancini, Jamie Horvat, Nitin Kaushal, Rob Pollock, David Robinson, Scott Sinclair and Amy ter Haar will constitute the Board of Directors of the Resulting Issuer. It is also anticipated that the senior management team of the Resulting Issuer will be comprised of Barret Reykdal (Chief Executive Officer), Mayank Mahajan (Chief Financial Officer), Graham Rankin (President of BPO), Ryan Watt (President of Climb), Renata Berlingo (Senior Vice President of Operations and Corporate Secretary), Morgan Russell (Senior Vice President of EP Homes), Darren Wagner (Senior Vice President) and Taylor Inglis (Senior Vice President).

Transaction is subject to a number of conditions, including satisfactory completion of due diligence, execution of Definitive Agreement, approval of EP Shareholders, approval of board of directors of EP and Justify, there will be no greater than 3,760,000 Justify Shares in aggregate issued and outstanding or reserved for issue pursuant to outstanding securities exercisable or exchangeable for, or convertible into, or other rights to acquire, Justify Shares, completion of Concurrent Financings, receipt of all director, shareholder (if necessary) and requisite regulatory approvals, such other court and third party consents, orders (both interim and final), approvals and authorizations as may be required, including acceptance of TSXV; receipt of conditional approval from TSXV for listing thereon of Justify Shares, requisite approval of Justify Shareholders of the Continuance including Name Change, Board Reconstitution and New Share Incentive Plan, Justify shall have replaced its transfer agent and registrar with Odyssey Trust Company and preparation and filing of a management information circular or filing statement outlining definitive terms of Transaction and describing business to be conducted by Resulting Issuer following completion, in accordance with policies of TSXV. The deadline to enter into a definitive agreement for the transaction is October 15, 2021. As of March 25, 2022, the agreement will terminate if the transaction is not completed by March 31, 2022. As of June 28, 2022, the transaction is expected to close on June 30, 2022. As of December 28, 2021, the shareholders of EP has approved the transaction. As of July 29, 2022, Justify has received conditional acceptance from the TSX Venture Exchange. The completion of the Qualifying Transaction is subject to a number of conditions including, but not limited to, receipt of all required regulatory approvals, including final TSXV acceptance, and satisfaction of other customary closing conditions. Assuming all conditions for closing are satisfied, closing of the Qualifying Transaction is expected to occur in August 2022 or such other date as Justify and EP may determine. Sander Grieve and Ali Naushahi from Bennett Jones LLP acted as a legal advisor to EP. Melinda Park from Borden Ladner Gervais LLP acted as a legal advisor to Justify.

Everyday People Financial Inc. completed the acquisition of Justify Capital Corp. (TSXV:JST.P) in a reverse merger transaction on August 31, 2022. In connection with the completion of the Qualifying Transaction, the common shares in the capital of Everyday People (the "Everyday People Shares") are expected to be listed on the TSXV under the ticker symbol "EPF". It is anticipated that trading of the Everyday People Shares under the new ticker symbol will commence two business days following the date of issuance of the bulletin by the TSXV evidencing final acceptance of the Qualifying Transaction. Following completion of the transaction, the directors of the Corporation are: Barret Reykdal, Remo Mancini, Jamie Horvat, Nitin Kaushal, Rob Pollock, David Robinson, Scott Sinclair and Amy ter Haar. The senior management team is comprised of: Barret Reykdal (Chief Executive Officer), Mayank Mahajan (Chief Financial Officer), Allan Scullion (Chief Technology Officer), Graham Rankin (President of BPO), Ryan Watt (President of Climb), Renata Berlingo (Senior Vice President of Operations and Corporate Secretary), Morgan Russell (Senior Vice President of EP Homes), Darren Wagner (Senior Vice President), Taylor Inglis (Senior Vice President) and Adelhardt Glombick (Vice President of Finance).