Everyday People issues 2.22 million shares for debt

Executive Summary

• Everyday People Financial Corp. has closed a share-for-debt transaction to settle approximately $1.4 million of outstanding debt owed to EAM Enterprises Inc. by issuing 2,223,651 common shares at a deemed price of $0.63 per share.
• This transaction increases EAM’s (controlled by Executive Chairman Gordon Reykdal) ownership stake to approximately 21% of issued and outstanding shares, bringing the total share count to 128,495,414.
• The company also announced the grant of 225,000 Restricted Share Units (RSUs) to an officer following their appointment as COO and Co-CEO, Financial Services.

Key Details

• Debt Settlement Terms:
  • Settled approximately $1.4 million of outstanding debt owed to EAM Enterprises Inc.
  • Issued 2,223,651 common shares.
  • Deemed price per share: $0.63.
  • Purpose: Strengthen balance sheet by reducing liabilities and preserving cash for operations and strategic growth.
• Historical Context:
  • Prior settlement on Jan. 20, 2025: $2 million debt settled via 2,439,024 shares at $0.82/share.
  • Prior settlement on Jan. 29, 2025: $4 million debt settled via 3,636,364 shares at $1.10/share.
• Shareholder Impact:
  • EAM, together with Mr. Gordon Reykdal, now holds approximately 21% of issued and outstanding common shares (up from ~20%).
  • Transaction does not create a new control person or insider.
  • Total common shares issued and outstanding post-transaction: 128,495,414.
  • Newly issued shares subject to a statutory hold period of four months and one day.
  • Closing subject to final acceptance by the TSX Venture Exchange.
• Regulatory Compliance:
  • Classified as a related party transaction under Multilateral Instrument 61-101.
  • Exemptions from formal valuation and minority shareholder approval relied upon as fair market value does not exceed 25% of market capitalization.
  • Reviewed and approved by independent directors.
• Executive Compensation (RSU Grant):
  • Board approved grant of 225,000 Restricted Share Units (RSUs) to one officer.
  • Reason: Appointment as Chief Operating Officer and subsequent appointment as Co-CEO, Financial Services.
  • Vesting: One year from date of grant.
  • Each RSU entitles recipient to one common share upon vesting.
• Share Incentive Plan Details:
  • Plan allows for RSUs, options, Performance Share Units (PSUs), and Deferred Share Units (DSUs).
  • Rolling stock option plan component caps total reserved shares at 10% of non-diluted issued and outstanding shares.
  • Maximum shares reserved for settlement of share units and DSUs capped at 5 million common shares.
  • Plan last approved by shareholders on July 25, 2024, and by TSX-V on July 29, 2024.
• Voting Trust:
  • Voting trust agreement dated Aug. 31, 2022, remains in effect.
  • Mr. Reykdal and EAM appointed Odyssey Trust Company as voting trustee for shares held by Mr. Reykdal, his spouse, or EAM above 9.9% of outstanding shares.

Notable Quotes

• "The debt settlement is intended to strengthen the company's balance sheet by reducing liabilities and preserving cash resources to support operations and strategic growth."