FinTech Ventures Fund, LLLP, managed by Qwave Capital LLC, Palos Capital Corporation and NB Specialty Finance Fund LP, managed by Neuberger Berman Investment Advisers LLC entered into an arrangement agreement to acquire remaining 53.92% stake in IOU Financial Inc. (TSXV:IOU) for CAD 12.5 million on July 13, 2023. Qwave Capital, Neuberger and Palos Capital collectively own 48,621,313 Shares (representing approximately 46.1% of the issued and outstanding Shares on a non-diluted basis), will be be re-investing in IOU an aggregate of 42,487,414 Rolling Shares (representing approximately 40.3% of the issued and outstanding Shares on a non-diluted basis). IOU shareholders wil recieve CAD 0.22 per share in cash as consideration. A termination fee of CAD 885,000 (representing approximately 3.5% of undiluted equity value of the Company) will be payable by IOU to the Purchaser in certain customary circumstances. Neuberger, Palos and Fintech have agreed to contribute 15,665,839 Rollover Shares, 14,321,575 Rollover Shares and 12,500,000 Rollover Shares, respectively in the transaction.

The Arrangement Agreement was approved unanimously by the IOU board of directors, after taking into account, among other things, the unanimous recommendation of a special committee (the "Special Committee") of the Board comprised of Evan Price, Yves Roy, Neil Wolfson and Kathleen Miller, each an independent director of the Company. The Special Committee and the Board determined that the Arrangement is in the best interests of IOU and recommend that shareholders of IOU vote in favour of the Arrangement at the Meeting. The Arrangement is to be effected by way of a court-approved plan of arrangement pursuant to the Business Corporations Act (Québec) and is expected to close in the third quarter of 2023, subject to shareholder, court and regulatory approvals and other customary closing conditions. In order to be approved by IOU shareholders at the Meeting, the Arrangement will need the approval of at least two thirds of the votes cast at the Meeting.

Davies Ward Phillips & Vineberg LLP is acting as legal advisor to the Company and Blake, Cassels & Graydon LLP is acting as independent legal advisor to the Special Committee. Evans & Evans, Inc. is acting as financial advisor to the Special Committee and has provided a fairness opinion and an independent valuation in connection with the Arrangement. Stikeman Elliott LLP is acting as legal advisor to Neuberger and the Purchaser. McMillan LLP is acting as legal advisor to Palos.