IOU Financial Announces Results of Annual General and Special Meeting

Montreal, Quebec, May 23rd, 2014 — IOU Financial Inc. (TSX Venture Exchange: IOU) (“IOU Financial” or the “Company”) is pleased to announce the results of its Annual General and Special Meeting of Shareholders (the “Meeting”) held on May 23rd, 2014.

At this Meeting, the Company’s shareholders voted in favour of the following resolutions:

• the election of each of Guy Charette, David Cynn, Philippe Marleau and Evan Price as directors of the Company to hold office until the next annual meeting of shareholders or until their successors are elected or appointed;
• the appointment of BDO Canada LLP, Certified Professional Accountants, as auditors of the Company until the next annual meeting of shareholders or until their successors are appointed;
• the approval of the Company’s rolling 10% Stock Option Plan, as required annually by the policies of the TSX Venture Exchange;
• the approval of the sale of up to $250 million of loans over the next five years to the Palos/IOU High Yield Fund managed by Palos Management Inc.; and
• the amendment to the Company’s Articles of Incorporation to restate its share capital in order to simplify its current equity capital structure, by canceling some authorized but non issued classes of shares and by creating a new class of shares designated as Common Shares (the “Common Shares”). Upon the issuance of the Certificate of Amendment in respect of the Articles of Incorporation of the Company, the Company proposes to convert each one of the Class B Common Shares issued and outstanding immediately prior to the issuance of the Certificate of Amendment into one Common Share (the “Share Conversion”).Full details of the matters voted upon at the Meeting are set forth in the Management Proxy Circular (the “Circular”) dated April 17, 2014 which was prepared and mailed in connection with the Meeting and is available under the Company’s profile on SEDAR at www.sedar.com.

  Procedure for Share Conversion

  Contrary to what was indicated in the Circular, upon implementation of the Share Conversion, no action will be required on the part of the shareholders. Shareholders will not be required to exchange their share certificates representing Class B Common Shares for share certificates representing Common Shares and, upon completion of the Share Conversion, all certificates representing Class B Common Shares prior to the completion of the Share Conversion will cease to represent such Class B Common Shares and will automatically represent an equivalent number of Common Shares. Similarly, no action will be required on the part of shareholders who hold Class B Common Shares through a bank, broker or other nominee.

Each shareholder holding Class B Common Shares on the date of the Share Conversion will be entitled to exchange such holder’s certificates formerly representing Class B Common Shares for certificates representing Common Shares upon delivering such certificates to Computershare Investor Services Inc. (“Computershare”), at its office in Montréal, along with such other documents as Computershare may require.