Monday, December 5 2022

TORONTO–(BUSINESS WIRE)–Payfare Inc. (“Payfare or the “Company”) (TSX: PAY), a leading fintech powering instant payment and digital banking solutions for the gig workforce, today announced plans to file an application with the Toronto Stock Exchange (“TSX”) a notice of intention to make a normal course issuer bid (“ORCN”) for its Class A common shares (“Shares”). If accepted by the TSX, the Company would be permitted under the issuer bid to purchase for cancellation, through the facilities of the TSX and all Canadian marketplaces and other platforms. trading available, up to 5% of the issued and outstanding shares for a period of 12 months after the start of the NCIB. Subject to acceptance by the TSX, Payfare currently expects the tender offer to commence on or about March 28, 2022 and, in any event, at least two trading days after acceptance of the tender offer. repurchase by the TSX. The exact number of shares subject to the issuer bid will be determined on the date the notice of intention is accepted by the TSX.

All shares purchased by the Company pursuant to the issuer bid will be purchased at prevailing market prices in accordance with the rules and policies of the TSX and applicable securities laws. The actual number of Shares that may be purchased and the timing of such purchases will be determined by the Company, subject to the applicable conditions and limitations of the OPRCNA (including any automatic share purchase plan adopted in this regard). All Shares acquired by the Company under the OPRA will be cancelled.

Although the Company currently intends to acquire Shares pursuant to the tender offer, the Company will not be obligated to make any purchases and the purchases may be suspended by the Company at any time. The Company reserves the right to terminate the NCIB earlier if it deems it appropriate to do so.

In connection with the public tender offer, the Company intends to enter into an automatic share purchase plan with its designated broker to allow the purchase of its shares during certain predetermined blackout periods, subject to parameters as to price and number of shares. Outside of such pre-determined blackout periods, Shares will be purchased at management’s discretion, subject to applicable law.

The Company proposes to initiate the tender offer because it believes that the market price of the Shares may, from time to time, not fully reflect their value and, therefore, the purchase of the Shares would be in the best interest of the Company and an attractive offer and appropriate use of available funds.

About Payfare (TSX: PAY)

Payfare is a global financial technology company powering digital banking and instant payment solutions for today’s workforce. Payfare partners with leading platforms and marketplaces, such as Uber, Lyft, and DoorDash, to ensure the financial health of their staff.

Forward-looking information

This press release may contain forward-looking information within the meaning of applicable securities laws, which reflects Payfare’s current expectations regarding future events as of the date hereof. Such forward-looking information may include, but is not limited to, statements regarding the Company’s intention to file a request for an issuer bid, the timing thereof, the number of shares that may be purchased in the issuer bid and the Company’s belief that the purchase of shares for cancellation is an appropriate use of available funds. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond Payfare’s control, which could cause actual results and events to differ materially from those are disclosed or implied by such information. forward-looking information. These risks include the factors discussed in the “Risk Factors” section of Payfare’s final prospectus dated March 15, 2021, which is available under Payfare’s profile on SEDAR at www.sedar.com. Other factors that could cause actual results or events to differ materially include general economic and market conditions, and the delay or rejection by the TSX of the Company’s issuer bid. . Accordingly, readers should not place undue reliance on forward-looking information. Payfare undertakes no obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

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