Everyday People Financial Corp. and XTM Inc. Announce Strategic Management Services Agreement to Integrate Canadian Payments Operation

Executive Summary

• Everyday People Financial Corp. (EPF) and XTM Inc. have entered into a five‑year Management Services and Program Management Agreement, creating the jointly‑owned subsidiary “Everyday Payments” to operate XTM’s Canadian branded card and digital wallet programs under EPF’s Digital Commerce Bank platform.
• The agreement transfers full operational, compliance and technology management of XTM’s Canadian network to EPF, eliminating XTM’s legacy operating costs while preserving its revenue participation; EPF may increase its equity stake up to 49.9% through net‑revenue milestones and a right‑of‑first‑refusal on XTM shares.
• XTM reported $9.1 M of net revenues in 2024; the partnership is expected to generate comparable annualized revenue within twelve months, with higher EBITDA and margin expansion for both parties due to EPF’s cost efficiencies.

Key Details

• Agreement Structure:
• Effective date: October 22 2025; initial term five years, auto‑renewal in five‑year increments.
• Joint subsidiary “Everyday Payments” ownership: XTM 90%, EPF 10% (potential increase to 49.9% based on revenue milestones).
• Operational Transfer:
• EPF assumes full management and cost responsibility for all Canadian network branded card and wallet programs.
• XTM’s historic technology support, compliance, reconciliation and program‑management costs are eliminated; EPF will run the programs with fewer than six additional staff members.
• Revenue & Cost Economics:
• Net revenue sharing defined after deduction of direct network, banking and processor costs.
• XTM net revenues (2024): $9.1 M. Anticipated annualized revenue post‑transition: in line with historical results, with a “significant increase” in bottom‑line profit share for both companies.
• Strategic Benefits:
• Immediate cash‑flow and profitability improvement for XTM via cost elimination.
• EPF gains a scalable fintech ecosystem, expanding earned‑wage access, corporate disbursement and digital wallet solutions across North America.
• Unified processing on EPF’s DC Bank Visa platform ensures regulatory compliance (Bank of Canada oversight) and daily settlement through trust accounts.
• Equity Incentives:
• Net‑revenue milestones allow EPF to earn additional equity in Everyday Payments up to a maximum of 49.9%.
• EPF holds a right‑of‑first‑refusal option to purchase XTM’s shares in the subsidiary at a mutually agreeable future date.
• Management Comments:
• Gordon J. Reykdal (Executive Chairman, EPF) highlighted “high‑margin recurring revenues and long‑term value.”
• Marilyn Schaffer (CEO, XTM) called the deal “immediately accretive to XTM’s financial performance” and aligned with debt‑reduction goals.

Notable Quotes

• Gordon J. Reykdal: “This partnership accelerates our strategy to deliver a unified, scalable, and compliant payments infrastructure across North America… unlocking high margin recurring revenues and long‑term value for both shareholder groups.”
• Marilyn Schaffer: “Partnering with EPF ensures that our programs operate on some of the most compliant infrastructure operators in Canada… this transaction is immediately accretive to XTM's financial performance.”

Materiality Assessment: Material – Positive (the agreement materially alters both companies’ cost structures, revenue streams, and strategic positioning, with clear quantitative references to 2024 revenues and anticipated EBITDA improvements).