Everyday People Announces Closing of Previously Announced Debt Settlements

Everyday People Financial Corp. (TSXV: EPF) (OTCQB: EPFCF), a financial service provider, has announced the closing of two previously announced debt settlement agreements with EAM Enterprises Inc. (EAM). The debt settlements, which were disclosed in news releases dated January 20, 2025, and January 29, 2025, are part of the Company's strategic efforts to reduce its outstanding liabilities and preserve cash for operational and growth initiatives, particularly in its Revenue Cycle Management (RCM) business pillar.

Debt Settlement Details
Pursuant to the Debt Settlements, the Company has issued an aggregate of 6,075,388 common shares (the "Settlement Shares") to EAM, a private company wholly owned by Gordon Reykdal's spouse Carrie Reykdal. Of the common shares issued to EAM, 2,439,024 common shares were issued at a deemed price of $0.82 per common share and 3,636,364 Common Shares were issued at a deemed price of $1.10 per common share, thereby settling an aggregate of $6.0 million in outstanding indebtedness owed to EAM. As of closing the Debt Settlement agreements, the Company reduced the indebtedness owing to EAM to approximately $0.2 million.

As a result of the Debt Settlements, the Company now has 125,854,749 issued and outstanding common shares.

It has been determined that the Debt Settlements do not result in the creation of a new control person or insider of the Company. Additionally, to provide further transparency and assurance to all shareholders, the Company confirms that on August 31, 2022, Gordon Reykdal, EAM, the Company and Odyssey Trust Company entered into a voting trust agreement (the "Voting Trust Agreement"), as previously disclosed in the Company's filings and information circulars filed on SEDAR+. Under the Voting Trust Agreement, Gordon Reykdal has committed to limiting his direct and indirect voting rights, including EAM's and his spouse's shareholdings, to voting their combined shares up to a maximum of 9.9% of the issued and outstanding common shares of the Company. The Voting Trust Agreement remains in effect as at the date hereof.

The Settlement Shares are subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable securities laws and the policies of the TSXV.

Related Party Transaction Disclosure
The issuance of the Settlement Shares to EAM constitutes a "related party transaction" under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101").

The Company relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101, as provided in sections 5.5(a) and 5.7(1)(a) of MI 61-101, since the fair market value of the Settlement Shares issued and the consideration paid by way of Shares for Debt did not exceed 25% of the Company's market capitalization.

The Company's board of directors consists of a majority of independent directors with an independent lead director. The Debt Settlements were reviewed and approved by all of the Company's independent directors.

Early Warning Disclosure
An early warning report was filed on SEDAR+ at www.sedarplus.ca under the Company's profile in connection with the acquisition of 6,075,388 common shares of the Company by EAM, a private company wholly owned by Carrie Reykdal the sole shareholder. Carrie Reykdal is the spouse of Gordon Reykdal. EAM is considered to be acting jointly with Gordon Reykdal with respect to the shares held by EAM.

Immediately prior to the Debt Settlements, Carrie Reykdal together with EAM, beneficially owned 22,655,900 common shares, representing 18.9% of the Company's issued and outstanding common shares on a non-diluted basis. Pursuant to the Debt Settlements, EAM acquired 6,075,388 common shares of the Company. Following the closing of the Debt Settlements, Carrie Reykdal together with EAM have beneficial ownership of 28,731,288 common shares representing 22.8% of the Company's issued and outstanding common shares on a non-diluted basis.

The 6,075,388 common shares were acquired by EAM as part of two debt settlement agreements to reduce the Company's outstanding liabilities owed to EAM. Carrie Reykdal, together with EAM and Gordon Reykdal, have no current intentions to acquire any common shares of the Company, but may, depending on market conditions and other factors, acquire additional securities of the Company or dispose of securities of the Company in the open market, through private transactions, or otherwise, subject to applicable securities laws.

A copy of the early warning report filed in connection with the foregoing will be filed on www.sedarplus.ca under the Company's profile. For further information, please contact the Company's Co

The debt settlements announced by Everyday People Financial Corp. (EPF) have significant implications for the Company's financial position, share price, and market capitalization. The issuance of common shares to EAM, a private company wholly owned by Gordon Reykdal's spouse Carrie Reykdal, has resulted in a dilution of ownership for existing shareholders, excluding EAM and Gordon Reykdal. However, the reduction in debt owed to EAM from $6.0 million to $0.2 million has improved the Company's financial health and liquidity. This reduction in debt could potentially lead to an increase in the Company's share price, as it indicates improved financial health and reduced risk. The Company's board of directors, consisting of a majority of independent directors, reviewed and approved the debt settlements, indicating that they were in the best interests of the Company and its shareholders. The debt settlements remain subject to the approval of the TSXV, and if approved, EAM together with Gordon Reykdal will own approximately 22.8% of the Company's issued and outstanding common shares. The Settlement Shares are subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable securities laws and the policies of the TSXV.