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

Rhea-AI Summary

Everyday People Financial Corp (OTCQB: EPFCF) and XTM Inc entered a Management Services and Program Management Agreement dated October 22, 2025 to form Everyday People Payments to manage XTM's Canadian branded card and digital wallet programs.

The subsidiary is owned 90% by XTM and 10% by EPF, with milestones allowing EPF to increase to a maximum 49.9% equity. The MSA term is five years with automatic five-year renewals. XTM reported $9.1M net revenue in 2024 and ~200,000 active card users. EPF will assume full operations, eliminate XTM's historical operating costs, run programs on EPF's DC Bank Visa platform, add fewer than six incremental hires, and expects revenue parity within 12 months of transition.

Positive

• 200,000 active card users contributed by XTM
• XTM reported $9.1M net revenues in 2024
• EPF can earn up to 49.9% equity via net-revenue milestones
• Capital-light, profit-sharing model with no shareholder dilution
• Operations scaled with fewer than six incremental hires

Negative

• Everyday Payments initially 90% owned by XTM, limiting EPF control
• EPF equity increase depends on net revenue milestones (contingent)
• MSA locks parties into initial 5-year term with auto-renewals
• Revenue recovery target tied to 12-month full transition timeline

Edmonton, Alberta and Toronto, Ontario--(Newsfile Corp. - October 23, 2025) - Everyday People Financial Corp. (TSXV: EPF) (OTCQB: EPFCF) ("EPF") and XTM Inc. (CSE: PAID) ("XTM"), are pleased to announce that the parties have entered into a Management Services and Program Management Agreement ("MSA") dated October 22, 2025, under which EPF, through a jointly formed subsidiary called Everyday People Payments Inc. ("Everyday Payments"), will be assigned full operational management, compliance oversight, and technology administration of XTM's Canadian network branded card and digital wallet programs. The MSA is expected to have an initial term of five years from the effective date, automatically renewing for successive five-year periods unless terminated earlier in accordance with the terms of the agreement.

This agreement combines both companies' payment technologies under EPF's Digital Commerce Bank ("DC Bank") issuing and processing platform, creating one of Canada's most comprehensive fintech ecosystems for earned wage access, corporate disbursement, and digital wallet solutions.

"This partnership accelerates our strategy to deliver a unified, scalable, and compliant payments infrastructure across North America," said Gordon J. Reykdal, Executive Chairman of Everyday People Financial Corp. "By combining XTM's client base and technology with EPF's regulatory, operational, and banking framework, we are unlocking high margin recurring revenues and long-term value for both shareholder groups."

"Partnering with EPF ensures that our programs operate on some of the most compliant infrastructure operators in Canada and that their staff are delighted by new features including lending," said Marilyn Schaffer, Chief Executive Officer of XTM Inc. "This partnership enables XTM to focus on cross-border expansion of gig-payments and earned wage access across various new verticals. This transaction is immediately accretive to XTM's financial performance and aligns with its focus on debt reduction, sustainable growth and profitability."

Transaction Economics

XTM contributes advanced financial technology, a powerful sales network, and a loyal consumer base with approximately 200,000 active card users, while EPF adds a decades-long partnership with DC Bank, a proven operational framework, and a customer-first brand philosophy focused on service excellence. Pursuant to the terms of the MSA:

• The jointly formed subsidiary called Everyday Payments will be owned 90% by XTM and 10% by EPF with significant net revenue milestones allowing EPF to earn additional equity over time to a maximum of 49.9% with a right of first refusal option to purchase XTM's shares of Everyday Payments at a later mutually acceptable date.
• EPF will assume full management and cost responsibility for all Canadian network branded card, and wallet programs under the Everyday Payments brand.
• XTM's historical operating costs, including technology support, compliance, reconciliation, and program management, will be fully eliminated, replaced by EPF's existing infrastructure and personnel.
• EPF will manage these programs with fewer than six incremental team members, leveraging its integrated systems to achieve material economies of scale.
• All programs will operate under EPF's DC Bank Visa platform, ensuring regulatory compliance and daily settlement through trust accounts.
• Net Revenue sharing is defined as revenue share after deducting only direct network, banking and processor costs.

XTM's net revenues in 2024 were $9.1 million and the collaboration is anticipated to generate annualized revenues in line with historical results within twelve months of full transition, with a significant increase in bottom-line profit share due to EPF's cost absorption and consolidated operations. The MSA is structured as a capital-light, profit-sharing model requiring minimal new headcount and no shareholder dilution.

"With EPF managing all operational, compliance, and technology layers, XTM immediately eliminates significant ongoing costs while maintaining participation in future revenues," added Tyler Hatch, EPF Co-CEO, EP Financial Services. "The efficiency of this integration, executed with fewer than six new hires, translates directly to higher EBITDA and margin expansion for both companies."

Strategic Rationale

• Cost Efficiency: XTM removes the burden of legacy operational costs, resulting in immediate improvement to its cash flow and profitability.
• Regulatory Compliance: EPF serves as the Payment Service Provider of Record, ensuring full alignment with Bank of Canada oversight.
• Scalability: Unified processing under EPF's infrastructure enables faster client onboarding, real-time settlement, and expansion into new verticals including hospitality, gig, and franchise payroll.
• Revenue Synergy: Shared monetization across interchange, SaaS, and lending programs enhances predictability and recurring income for both companies.
• Technology Continuity: XTM's proprietary wallet and app technology will continue to operate under the Everyday Payments brand with EPF providing ongoing management, compliance, and integration.

About Everyday People Financial Corp.

Everyday People Financial Corp. is a technology-driven financial services company with a mission to help individuals and businesses manage money better. First established in 1988, we have a workforce of over 600 people operating in the United Kingdom and Canada providing fully fee-for-service solutions across two business pillars operating in Canada and the United Kingdom.

Revenue Cycle Management (RCM), which helps organizations recover receivables and streamline billing processes without purchasing consumer debt, and Financial Services, which provides digital tools and credit access programs that support Canadians on their financial journey.

Founded on the belief that everyone deserves a second chance to rebuild financial health and wealth, the Company is committed to providing affordable, innovative, and responsible financial solutions that create lasting value for our clients, customers, and shareholders.

We are changing the way people manage money by enhancing our client and consumer services with our own affordability assessment programs with specialized financial products and literacy programs. We're helping everyday people rebuild their financial health for generational wealth. We stand for creativity and entrepreneurship. Our combination of companies, products and services has been established to ensure we can fulfill consumers' financial needs and service them in a low-cost and effective manner.

For more information, visit: www.everydaypeoplefinancial.com

Investor Relations: letsconnect@epfinancial.ca
1 888 825 9808 (Press Option 2 for Investor and Media Relations)

About XTM Inc.

XTM Inc. (CSE: XTM) is a fintech innovator providing real-time payment and earned wage access solutions. XTM's platform enables instant access to earnings for workers and contractors through digital wallets and prepaid cards, serving restaurants, hospitality, and gig-economy sectors across North America.

For more information, visit www.xtminc.com

Investor Relations: ir@xtminc.com

Approved jointly by:

Gordon Reykdal
Executive Chairman of Everyday People Financial Corp.

Tyler Hatch
Co-CEO, EP Financial Services of Everyday People Financial Corp.

Dil Boparai
Chief Financial Officer of Everyday People Financial Corp.

Marilyn Schaffer
Chief Executive Officer of XTM Inc.

Cautionary Note Regarding Forward-Looking Statements

This news release includes or may include certain "forward-looking statements" or "forward-looking information" (collectively referred to hereafter as "forward-looking statements") under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to financial performance, and key financial metrics, results of operations, integration of the acquired businesses, and the business, plans, strategy and operations, operational synergies, cost reductions, of EPF and XTM arising from the MSA. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to, expectations and assumptions concerning EPF and XTM and the acquired businesses as well as other risks and uncertainties, including those described in the documents filed by EPF and XTM on SEDAR+ at www.sedarplus.ca. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. EPF and XTM disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/271560

FAQ

What did EPFCF announce about its deal with XTM on October 22, 2025?

EPFCF announced an MSA to form Everyday People Payments to operate XTM's Canadian card and wallet programs.

How is Everyday People Payments owned under the EPFCF and XTM agreement?

Everyday Payments will be 90% owned by XTM and 10% by EPF, with EPF able to earn up to 49.9% via milestones.

What are the financial metrics tied to the EPFCF–XTM integration (EPFCF/XTM)?

XTM had $9.1M net revenues in 2024 and ~200,000 active card users; the collaboration targets historical revenue parity within 12 months of transition.

Will the EPFCF and XTM deal dilute existing shareholders?

No; the MSA is described as capital-light and structured with no shareholder dilution.

What operational changes will EPFCF implement for XTM programs?

EPF will assume full management, compliance, and technology, run programs on the DC Bank Visa platform, and absorb historical operating costs.

What is the MSA term and renewal arrangement for Everyday Payments?

The MSA has an initial five-year term effective October 22, 2025, with automatic successive five-year renewals unless terminated earlier.