Toronto, Ontario–(Newsfile Corp. – February 12, 2024) – Deal Pro Capital Corporation (TSXV: DPCC.P) (the “Company”) is pleased to announce that, further to its press release dated November 1, 2023, it has entered into a definitive business combination agreement dated February 8, 2024 (the “BCA”) with Urban Utilities Contractors Inc. (“Urban”). Pursuant to the BCA, the Company’s wholly-owned subsidiary, 1000773456 Ontario Inc. (“Subco”), will amalgamate with Urban (the “Amalgamation”) to complete the Company’s qualifying transaction (the “Transaction”) in accordance with the policies of the TSX Venture Exchange (the “Exchange”).
In connection with the Amalgamation, it is intended that the Company will be renamed to “Urban Infrastructure Group Inc.” (the “Resulting Issuer”). The Transaction is subject to the receipt of all necessary regulatory and shareholder approvals required by applicable corporate law, including the approval of the Exchange, as well as the satisfaction of conditions to closing as set out in the BCA. It is intended the Resulting Issuer will continue the business of Urban and be listed on the Exchange as an industrial issuer, subject to Exchange approval.
About Urban
Since its incorporation in 2015, Urban, a private company incorporated pursuant to the laws of the Province of Ontario, has been a construction company focused on the concrete and drain sector for new low-rise construction in the Southern Ontario region. The concrete and drain industry plays a crucial role in low-rise construction, which typically encompasses residential buildings.
Urban works with some of the largest home builders in Ontario and provides the following services:
- exterior sewers
- interior underground drainage systems concrete basement floors
- concrete garage floors
- concrete porches and stairs
According to a report by the Fraser Institute titled “Ontario government can accelerate housing supply – without eroding public trust” (which appeared in the Toronto Star, August 14, 2023), Ontario is facing a generational shortage of housing due to the province’s decades of underbuilding and population growth. The Ontario government’s Housing Affordability Task Force estimates that 1.5 million new homes must be constructed over the next ten years to close the housing gap. In response to this housing gap, the Ontario government has introduced new incentives to spur new home construction, including the passing of a law that freezes, reduces and exempts fees developers pay on certain builds such as affordable housing (source: Canadian Press article dated March 24, 2023). A TD Report titled “Balancing Canada’s Pop in Population” (as published on TD’s website on July 26, 2023), the continued growth in immigration could widen the housing shortfall by about 500,000 units within 2 years.,
Urban intends to strengthen its position within the concrete and drain sector by scaling its operations, organically and by way of strategic acquisitions. In addition to growing its core business, Urban intends to actively identify and target other companies in complementary residential, commercial and municipal infrastructure sectors. This will permit Urban to diversify its business and to offer additional services to its existing clientele.
Urban currently has 100,000,000 common shares (the “Urban Common Shares”) issued and
outstanding, and, in connection with the transactions contemplated in the BCA and in order to comply with the initial listing requirements of the Exchange, all 100,000,000 currently issued and outstanding Urban Common Shares will be returned to treasury for cancellation by the holders thereof and in exchange, such holders will receive 100,000,000 newly issued shares in the capital of Urban comprised of: (i) a minimum of 49,000,000 Class A Common shares (the “Urban Class A Shares”), and (ii) up to a maximum of 51,000,000 Class B Common shares (the “Urban Class B Shares”). The exact number of Urban Class A and Class B Shares will be dependent on the number of Urban Common Shares to be issued pursuant to the Financing (as such term is defined below).
Terms of the Transaction
The Transaction will be carried out pursuant to the terms of the BCA, a copy of which is, or shortly will be, filed on the Company’s SEDAR+ profile at www.sedarplus.ca. The below description of the terms of the Transaction and the BCA is qualified in its entirety by reference to the full text of the BCA.
Pursuant to the terms of the BCA, at the effective time of the Amalgamation, Urban will amalgamate with Subco to form an amalgamated entity (“Amalco”), which will continue as a wholly-owned subsidiary of the Resulting Issuer. In connection with the completion of the Amalgamation, each holder of Urban Common Shares, including all Urban Common Shares issued pursuant to the Financing (described below) and Urban Class A Shares, shall exchange their Urban Common Shares and Urban Class A Shares, for common shares in the capital of the Resulting Issuer (“Resulting Issuer Common Shares”) on the basis of one (1) fully paid and non-assessable Resulting Issuer Common Share for every one (1) Urban Common Share or one (1) Urban Class A Share held, for a deemed price of $0.15 per Urban Common Share and Urban Class A Share.
In addition, each holder of Urban Class B Shares shall exchange their Urban Class B Shares for Class B Common shares in the capital of Amalco (the “Amalco Class B Shares”) on the basis of one (1) fully paid and non-assessable Amalco Class B Share for every one (1) Amalco Class B Share held, for a deemed price of $0.15 per Urban Class B Share. Each holder of Amalco Class B Share will also enter into an agreement with the Resulting Issuer whereby the Resulting Issuer shall acquire all of the Amalco Class B Shares from the holders thereof, in exchange for Resulting Issuer Common Shares on the basis one (1) fully paid and non-assessable Resulting Issuer Common Share for every one (1) Amalco Class B Share held, for a deemed price of $0.15 per Amalco Class B Share. The Resulting Issuer shall complete the acquisition of all Amalco Class B Shares on the earlier of: (i) the Resulting Issuer being in compliance with the Exchange’s initial listing requirement that 20% of issued and outstanding shares of the Resulting Issuer be held by Public Shareholders (as such term is defined in Exchange Policy 1.1 – Interpretation) after the acquisition of the Amalco Class B Shares, and (ii) the date that is two (2) years from the closing of the Transaction. The Amalco Class B Shares are being issued in order for the Resulting Issuer to meet the Exchange’s initial listing requirement as to the percentage of common shares held by Public Shareholders.
On the closing of the Transaction, without accounting for the closing of the Financing, a minimum of 49,000,000 Resulting Issuer Common Shares will be issued to the holders of Urban Class A Shares and up to a maximum of 51,000,000 Resulting Issuer Common Shares will ultimately be issued to the holders of Amalco Class B Shares, on the terms described above.
The exact number of Resulting Issuer Shares to be issued in exchange for the Urban Class A Shares and the Amalco Class B Shares will be dependent on the number of Urban Common Shares issued pursuant to the Financing.
Assuming the completion of the Minimum Financing (as such term is defined below), there will be a minimum of 62,540,334 Resulting Issuer Common Shares outstanding upon completion of the Transaction, on a non-diluted basis. In the event that the Maximum Financing (as such term is defined below) is completed, it is expected that that there will be approximately 146,873,668 Resulting Issuer Common Shares outstanding upon completion of the Transaction, on a non-diluted basis.
On completion of the Transaction:
- the current shareholders of the Company will hold an aggregate of approximately 8,207,001 Resulting Issuer Common Shares, representing approximately 13.12% of the Resulting Issuer Common Shares, assuming the closing of the Minimum Financing and approximately 5.59% of the Resulting Issuer Common Shares, assuming the closing of the Maximum Financing;
- the current shareholders of Urban will hold an aggregate of 49,000,000 Resulting Issuer Common Shares, representing approximately 78.35% of the Resulting Issuer Common Shares, assuming the closing of the Minimum Financing and will hold 100,000,000 Resulting Issuer Common Shares, representing approximately 68.09% of the Resulting Issuer Common Shares, assuming the closing of the Maximum Financing; and
- investors in the Financing (as defined below) will hold an aggregate of 1,333,333 Resulting Issuer Common Shares representing approximately 2.13% of the Resulting Issuer Common Shares, assuming the closing of the Minimum Financing and will hold approximately 33,333,333 Resulting Issuer Common Shares, representing approximately 22.71% of the Resulting Issuer Common Shares, assuming the closing of the Maximum Financing.
The completion of the Transaction is conditional on obtaining all necessary regulatory in connection with the matters described above and other conditions customary for a transaction of this type. The Company and Urban anticipate closing the Transaction in late February or early March of 2024.
In connection with the Transaction, the Company held a special meeting of shareholders on January 16, 2024 (the “Meeting”). At the Meeting, the Company’s shareholders approved the following matters related to the Transaction:
- conditional appointing each of Gary Alves, Ungad Chadda, Harold Wolkin, Magaly Bianchini, Nicholas Thadaney, Mark Di Cristofaro and Jennifer Rebecca Labrecque as directors of the Resulting Issuer;
- change in the name of the Company from “Deal Pro Capital Corporation” to “Urban Infrastructure Group Inc.” or such other name as the board of directors of the Company and Urban deems appropriate; and
- the implementation of a new form of equity incentive plan.
Additional details regarding the Meeting is available in the management information circular, a copy of which is available on the Company’s SEDAR+ profile at www.sedarplus.ca
Conditional Approval
The Company is also pleased to announce that the Exchange has conditionally approved the Transaction. The Transaction remains subject to the final approval of the Exchange and satisfaction of closing conditions customary for the transaction of this nature.
Financing
In connection with the Transaction, Urban intends to complete a non-brokered private placement (the “Financing”) of a minimum of 1,333,333 up to a maximum of 33,333,333 units (each, a “Unit”) at a price of $0.15 per Unit for minimum gross proceeds of CDN $200,000 (the “Minimum Financing”) up to a maximum of CDN $5,000,000 (the “Maximum Financing”).
Each Unit will be comprised of one (1) Urban Common Share and one-half (1⁄2) of a share purchase warrant (each whole warrant, a “Urban Warrant”). Each whole Warrant will entitle the holder thereof to purchase one (1) additional Urban Common Share at a price of C$0.25 for a period of 24 months following the closing date of the Financing. On the closing of the Financing, the Urban Common Shares
and Urban Warrants issuable pursuant to the Financing will be automatically exchanged for Resulting Issuer Common Shares and warrants of the Resulting Issuer (on the same terms as the Urban Warrants), on a one (1) for one (1) basis.
The proceeds of the Financing will be used for the working capital requirements of the Resulting Issuer. Closing of the Financing is subject to (i) the closing of the Transaction; and (ii) receipt of all necessary regulatory approvals, including from the Exchange. Certain finder’s fees may also be payable to qualifying parties in accordance with the policies of the Exchange.
Trading Halt
Trading of the Company’s shares has been halted and will remain halted pending the Exchange’s receipt of satisfactory documentation and completion of the Transaction.
Filing Statement
In connection with the Transaction and pursuant to the requirements of the Exchange, the Company will file a filing statement on its issuer profile on SEDAR+ (www.sedarplus.ca), which will contain details regarding the Transaction, Urban, the Financing, and the Resulting Issuer. The Company anticipates filing the filing statement on or before February 14, 2024.
Sponsorship of the Acquisition
Sponsorship of a “Qualifying Transaction” of a capital pool company is required by the Exchange unless exempt in accordance with Exchange policies. The Company has obtained a waiver from Sponsorship requirements from the Exchange.
Cautionary Statements
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
Completion of the Transaction is subject to a number of conditions including, but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the Transaction cannot close until the required shareholder and Exchange approval is obtained. There can be no assurance that the Transaction 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 Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Deal Pro Capital Corporation should be considered highly speculative.
The TSX Venture Exchange Inc. 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 Urban was supplied by the parties respectively, for inclusion herein, without independent reviewby the other party, and each party and its directors and officers have relied on the other party for any information concerning the other 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.
For more information, please contact the Company at (416) 543-8289 or [email protected]. On Behalf of the Board of Directors of Deal Pro Capital Corporation
Harold Wolkin
CEO, CFO and Director
Forward-Looking Information
This press release includes “forward-looking information” that is subject to assumptions, risks and uncertainties, many of which are beyond the control of the Company. Statements in this news release which are not purely historical are forward looking, including without limitation any statements concerning the expected results of the Transaction, the completion of the transactions contemplated by the BCA, the anticipated timing thereof, completion of the Financing, the expected ownership of the Resulting Issuer Share following the closing of the Transaction, the expected use of proceeds therefrom. Although the Company believes that any forward-looking statements in this news release are reasonable, there can be no assurance that any such forward-looking statements will prove to be accurate. The Company cautions readers that all forward-looking statements, are based on assumptions none of which can be assured and are subject to certain risks and uncertainties that could cause actual events or results to differ materially from those indicated in the forward-looking statements. Such forward-looking statements represent management’s best judgment based on information currently available. Readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance on forward-looking statements.
The forward-looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward-looking statements or information, whether as a result of newinformation, future events or otherwise, unless so required by applicable securities laws or the Exchange. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.
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