Smartset Services signs binding letter of intent with FinCard Financial for qualifying transaction

Vancouver, British Columbia and Edmonton, Alberta--(Newsfile Corp. - June 12, 2026) - Smartset Services Inc. ( TSXV: SMAR.P ) (" Smartset " or the " Company ") and FinCard Financial Services Inc. (" FinCard ") are pleased to announce that they have entered into a binding letter of intent dated June 12, 2026 (the " LOI "), pursuant to which Smartset intends to acquire all of the issued and outstanding securities of FinCard (the " Acquisition "). The Acquisition is expected to constitute Smartset's Qualifying Transaction in accordance with Policy 2.4 - Capital Pool Companies of the Corporate Finance Manual of the TSX Venture Exchange (the " TSXV "). The entity following the completion of the Acquisition is referred to herein as the " Resulting Issuer ".

All currency references in this news release are in Canadian dollars unless otherwise noted. This news release is being co-issued with Everyday People Financial Corp. ( TSXV: EPF ) (" EPF "), which is not a party to the LOI, for informational purposes as EPF shareholders are directly affected by FinCard's proposed share distribution, as described herein. About FinCard Financial Services Inc. 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, AB, 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 is a private company and has entered into a share purchase agreement dated March 11, 2026 (the " EP SPA ") with EPF to acquire EPF'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 . (the " Divested Subsidiaries "). The EP SPA has received conditional approval from the TSXV and remains subject to: (i) approval by disinterested shareholders of EPF at the annual and special general meeting of EPF shareholders scheduled for July 23, 2026; and (ii) final acceptance by the TSXV following such EPF shareholder approval. It is anticipated that both approvals will be obtained and that the EP SPA will close on or prior to the closing date (the " Closing Date ") of the Acquisition.

Completion of the Acquisition is conditional upon FinCard having obtained clear and unencumbered title to the Divested Subsidiaries prior to or concurrently with the closing (the " Closing ") of the Acquisition. FinCard is currently preparing audited financial statements required in connection with the Acquisition. The Company will make further announcements as the information becomes available.

Additional information about FinCard, including all required financial statements, will be included in the filing statement, information circular or similar disclosure document to be prepared in connection with the Acquisition and filed on SEDAR+ upon completion. The Company confirms that all additional disclosure required by TSXV Policy 2.4, including the information prescribed under Section 11.2(b)(iii) of such policy that is not presently available, will be disclosed in a comprehensive subsequent news release and in the filing statement or other disclosure document to be filed in connection with the Acquisition. Acquisition Summary The LOI contemplates that the Acquisition will be completed by way of a three-cornered amalgamation, or such other structure as may be determined based on tax, corporate and securities law advice, pursuant to which FinCard will amalgamate with a wholly-owned subsidiary of Smartset, resulting in FinCard becoming a wholly-owned subsidiary of the Resulting Issuer.

Upon completion of the Acquisition, it is anticipated that the Resulting Issuer will be listed as a Tier 2 Technology issuer on the TSXV. Consideration Pursuant to the LOI, Smartset will issue an aggregate of 139,581,636 Resulting Issuer Shares to the existing FinCard Shareholders on a pro rata basis in exchange for all of the issued and outstanding FinCard Shares, on a one-for-one share-for-share exchange basis. The price per Consideration Share will be determined in the context of the market at the time of the Acquisition, in accordance with the policies of the TSXV.

Consolidation Prior to the closing of the Acquisition, Smartset will complete a consolidation (the " Consolidation ") of its outstanding common shares on the basis of one (1) post-consolidation share for each four (4) pre-consolidation shares, reducing its currently issued and outstanding 15,800,000 common shares to 3,950,000 post-consolidation shares. The existing 1,580,000 stock options (exercisable at $0.10 per share) will be adjusted to 395,000 post-consolidation options exercisable at $0.40 per share, in accordance with the terms of the Consolidation. All Resulting Issuer Shares issuable pursuant to the Acquisition, the Current Financing, the Convertible Debenture (upon conversion), and the Second Financing are presented on a post-Consolidation basis and will be issued following completion of the Consolidation.

Proposed Financings The LOI contemplates the following financings to be completed leading up to and concurrent with the closing of the Acquisition: a current financing (the " Current Financing ") of up to 12,000,000 FinCard Shares at a price of $0.25 per share for maximum gross proceeds of $3,000,000; a convertible debenture financing (the " Convertible Debenture ") in the aggregate principal amount of up to $11,000,000, convertible into FinCard Shares at a conversion price of $0.50 per share; a second financing (the " Second Financing ") of up to 5,000,000 FinCard Shares at a price of $0.50 per share for maximum gross proceeds of $2,500,000 . The net proceeds of the financings described above are expected to be used to fund: (i) the costs and expenses of the Acquisition; (ii) the ongoing operations and working capital requirements of the Resulting Issuer, including the business operations of FinCard; and (iii) general corporate purposes. Finder's fees and commissions may be payable in connection with one or more of the financings described above, in accordance with the policies of the TSXV.

Details of any such fees or commissions will be provided in a subsequent news release and in the filing statement to be prepared in connection with the Acquisition. No deposits, advances or loans have been made or are currently proposed to be made by Smartset to FinCard, or by FinCard to Smartset, in connection with the Acquisition. Conditions to Closing Completion of the Acquisition is subject to a number of conditions, including, among other things: satisfactory completion of due diligence by each party; negotiation and execution of a definitive agreement (the " Definitive Agreement "); completion of the required financings; receipt of all required shareholder, third-party and regulatory approvals, including the approval of the TSXV; and other customary closing conditions for a transaction of this nature.

The parties will use best efforts to negotiate and execute the Definitive Agreement within 60 days of acceptance of the LOI, or such other date as may be mutually agreed upon in writing. Pro Forma Share Capital of the Resulting Issuer The following table sets out the expected share capital of the Resulting Issuer on a fully diluted basis after giving effect to the Acquisition, the Consolidation, and the contemplated financings (assuming maximum subscription under all financings):   Notes: (1) All figures are presented on a post-Consolidation basis, reflecting the 4:1 Consolidation of Smartset common shares. (2) Assumes all FinCard Shareholders tender their FinCard Shares pursuant to the Acquisition on a 1:1 share-for-share exchange basis. (3) Assumes maximum subscription under the Current Financing at $0.25 per share for maximum gross proceeds of $3,000,000. (4) Assumes full conversion of the Convertible Debenture in the aggregate principal amount of up to $11,000,000 at a conversion price of $0.50 per share. (5) Assumes maximum subscription under the Second Financing at $0.50 per share for maximum gross proceeds of $2,500,000. (6) Represents existing Smartset stock options, adjusted on a post-consolidation basis to 395,000 options exercisable at $0.40 per share. Certain Resulting Issuer Shares to be issued pursuant to the Acquisition are expected to be subject to escrow requirements and resale restrictions under the policies of the TSXV, including securities to be issued to principals (as defined under TSXV policies), which will be subject to the escrow requirements of the TSXV pursuant to Policy 5.4 - Capital Structure, Escrow and Resale Restrictions , and hold periods imposed pursuant to applicable securities laws.

Proposed Directors and Officers of the Resulting Issuer In conjunction with and upon closing of the Acquisition, the board of directors of the Resulting Issuer is expected to consist of five (5) directors, to be agreed upon by Smartset and FinCard. The proposed directors and officers of the Resulting Issuer, including biographical information, as applicable, will be provided in a subsequent news release and in the filing statement to be prepared in connection with the Acquisition. Other Information Relating to the Acquisition The Acquisition is not expected to constitute a "Non-Arm's Length Qualifying Transaction" (as such term is defined in the policies of the TSXV) for Smartset.

Accordingly, the Acquisition is not expected to require the approval of the shareholders of Smartset, unless otherwise required by applicable corporate law or the policies of the TSXV. The Acquisition may require the approval of the FinCard Shareholders. If required, FinCard will take all steps necessary to obtain the requisite shareholder approval on or prior to the Closing Date.

To the knowledge of Smartset, no Non-Arm's Length Parties to Smartset (as such term is defined in the policies of the TSXV) hold any direct or indirect beneficial interest in FinCard, the FinCard Shares, or any of the Divested Subsidiaries, and no Non-Arm's Length Parties to Smartset are insiders of FinCard. No finder's fees or commissions are payable in connection with the Acquisition. Notice to Shareholders of Everyday People Financial Corp. As previously announced by EPF on April 15, 2026, FinCard issued and set aside FinCard Shares in trust for the future benefit of EPF shareholders.

The FinCard Shares are anticipated to be distributed to each EPF shareholder of record as of July 23, 2026 (the date of EPF's upcoming annual and special meeting of shareholders and the expected entitlement date), on the basis of one FinCard Share for every EPF common share held. Upon completion of the Acquisition, those FinCard Shares are expected to convert into Resulting Issuer Shares. Smartset Trading Halt In accordance with the policies of the TSXV, trading in Smartset's common shares has been halted and will remain halted pending the TSXV's review and receipt of satisfactory documentation in connection with the proposed Acquisition, which, depending on the policies of the TSXV, may not resume until completion of the Acquisition.

About Smartset Services Inc. Smartset is a capital pool company as defined under TSXV Policy 2.4 - Capital Pool Companies . The Company was incorporated on May 9, 2013 pursuant to the provisions of the Business Corporations Act (Alberta) and was continued into British Columbia on February 2, 2018. The head office and the registered office of the Company is located at Suite 1500, Royal Centre, 1055 West Georgia Street, Vancouver, BC, V6E 4N7.

Smartset's common shares are listed on the TSXV under the trading symbol "SMAR.P". Smartset has not commenced commercial operations and has no assets other than cash. Smartset's objective is to identify and evaluate businesses or assets with a view to completing a Qualifying Transaction.

Any proposed Qualifying Transaction must be approved by the TSXV and, in the case of a Non-Arm's Length Qualifying Transaction, must also receive majority approval of the minority shareholders. Until the completion of a Qualifying Transaction, Smartset will not carry on any business other than the identification and evaluation of businesses or assets with a view to completing a proposed Qualifying Transaction. As of the date hereof, Smartset has 15,800,000 common shares issued and outstanding (pre-Consolidation) and an aggregate of 1,580,000 common shares are reserved for issuance upon the exercise of outstanding stock options exercisable at $0.10 per share (pre-Consolidation).

Additional information relating to Smartset is available under the Company's profile on SEDAR+ at www.sedarplus.ca . Contact Information On behalf of FinCard Financial Services Inc.: Tyler Hatch Chief Executive Officer Tel: 1 (888) 323-9111 Email: connect@fincard.ca On behalf of Smartset Services Inc.: Randy Clifford Chief Executive Officer Tel: (778) 362-3037 Email: drcliff@telusplanet.net On behalf of Everyday People Financial Corp.: Graham Rankin Co-Chief Executive Officer (UK) Tel: 1 888 825 9808 (Press Option 2 for Investor and Media Relations) Email: letsconnect@epfinancial.ca Cautionary Statements Completion of the Acquisition is subject to a number of conditions including, but not limited to, TSXV acceptance and, if applicable, majority of the minority shareholder approval. Where applicable, the Acquisition cannot close until the required shareholder approval is obtained.

There can be no assurance that the Acquisition will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Acquisition, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. All information contained in this press release with respect to the Company and FinCard was supplied by the respective parties for inclusion herein, without independent review by the other party. Each party and its directors and officers have relied on the other party for any information concerning such party.

This press release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the " 1933 Act ") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available. Forward-Looking Information This press release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward-looking information within the meaning of applicable Canadian securities legislation.

Forward-looking information in this press release includes, without limitation, statements relating to: the completion of the Acquisition and the transactions contemplated by the LOI, including the anticipated timing thereof; the negotiation and execution of the Definitive Agreement; the proposed business of the Resulting Issuer; the completion of the Consolidation; the completion of the financings and the expected use of proceeds therefrom; EPF shareholder and TSXV approval of the EP SPA and the distribution of FinCard Shares to EPF shareholders; the proposed directors and officers of the Resulting Issuer; the anticipated listing of the Resulting Issuer as a Tier 2 Technology issuer on the TSXV; escrow requirements and resale restrictions; and future press releases and disclosure. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance of each of the Company, FinCard and EPF may differ materially from those anticipated and indicated by these forward-looking statements.

Any number of factors could cause actual results to differ materially from these forward-looking statements as well as future results. Although the parties believe that the expectations reflected in forward-looking statements are reasonable, they can give no assurances that the expectations of any forward-looking statements will prove to be correct. Except as required by applicable securities laws or the policies of the TSXV, each of the parties disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.

Readers are advised not to place undue reliance on forward-looking statements. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release. Not for distribution to United States newswire services or for release publication, distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/301380 Newsfile Corp. June 12, 2026 - 2:36 PM PDT News by QuoteMedia www.quotemedia.com