Mr. Alves is currently, and has been since 2014, the founder, majority shareholder, and President of Urban Infrastructure Group, a publicly traded Ontario company. Urban Infrastructure Group is construction company focused on the concrete and drainage segment of new low-rise construction.
Prior to founding Urban Infrastructure Group, Mr. Alves was a consultant, operating under the business name GDA Construction Safety Consultant, providing safety related services, such as audits, safety plans, to various construction companies. Mr. Alves also served as an Occupational Health and Safety Instructor for LiUNA Local 183, a health and safety manager for a construction company and held various positions in the
Mr. Alves brings over 26 years of experience and knowledge of the concrete and drain industry as well as the health and safety aspects and policies applicable to such industry. Through his many years in the construction industry, Mr. Alves developed strong ties and relationships with various other companies (both in the low rise and general construction segments) as well as with major home builders in the GTA.
Mr. Filice joined UIG in December 2024 as a board director and subsequently in May 2025 as the Chief Operating Officer. Mr. Filice is an award winning homebuilder based in Ancaster, Ontario, having constructed some of the most complex and luxurious custom homes in the Greater Toronto Area since 2015. Notably, Mr. Filice constructed the annual Princess Margaret Grand Prize Homes from 2017 to 2025 and won Best Custom Home $5M + for 7 consecutive years from the West End Home Builders Association. Recently, Mr. Filice has been active in the missing middle apartment space, having constructed several 5 plexes and laneway homes in Toronto. In addition to the small apartment space, Mr. Filice is also an authorized dealer/builder for Guildcrest Homes and is launching the Hamilton Ontario sales centre which is scheduled to open in March 2026. Prior to home building, Mr. Filice has over 12 years of experience in the alternative investment industry, primarily in operational due diligence, hedge fund valuation, and portfolio accounting.
Most recently, Luca was the Manager of the Operational Due Diligence team at the Canada Pension Plan Investment Board. In this role, Luca lead a team of 5 experienced professionals on due diligence engagements covering new and existing investments in external investment managers. Previously, Luca was a Vice President at Goldman Sachs & Co where he was responsible for the valuation and accounting of several global hedge fund portfolios. Luca holds a BA in economics from the University of Western Ontario. While at Western, he was the recipient of the Robert G. Siskind Entrepreneurial Award and the Craig R. Williams Memorial Scholarship. Luca also holds a Masters of Law (LLM) degree from the University of Toronto Faculty of Law where he specialized in the business law stream.
UIG’s fiscal year ends on September 30. The company reports first, second and third quarter results for the periods ending December 31, March 31 and June 30. Fourth quarter and full-year results are reported for the period ending September 30.
TSX Trust is UIG’s Transfer Agent.
Buckley Dodds CPA is UIG’s Independent Auditor.
https://www.buckleydoddscpa.com/
UIG’s most recent annual and special meeting of shareholders was held on May 27, 2025, in Toronto. The date of the next Annual Meeting of Shareholders will be announced in line with disclosure requirements.
Ms. Bianchini is an experienced public company director, with extensive experience in real estate development, construction and renewable energy projects. She has been involved in the real estate development and construction industry since 1980, when, she became involved in her family’s concrete forming and crane rental company, The Leader Group, which was involved in several hundred million dollars’ worth of construction. Ms. Bianchini also served as President of Leader Capital Corp. (“Leader”), a publicly traded company, from 1998 until its privatization in 2009. Leader was focused on the development of land in Ontario and Quebec, and later in the development of a 200-megawatt wind farm near Kincardine, Ontario, which was sold to Enbridge Inc. in 2005, as well as other wind farms.
She has been involved in the development and construction of several condominium projects in Toronto, as well as the development of approximately 250 residential lots in Ontario and British Columbia. Ms. Bianchini has been on the advisory board of a retirement home company for over 30 years. Through her various positions, Ms. Bianchini has a comprehensive understanding of the accounting principles used by such companies to prepare financial statements.
Mr. Alves is currently, and has been since 2014, the founder, majority shareholder and President of Urban, a private Ontario company. Urban is a construction company with its focus on the concrete and drain segment of new low-rise construction. Prior to founding Urban, Mr. Alves was a consultant, operating under the business name GDA Construction Safety Consultant, providing safety related services, such as audits, safety plans, to various construction companies. Mr. Alves also served as an Occupational Health and Safety Instructor for LiUNA Local 183, a health and safety manager for a construction company and held various positions in the construction industry.
Mr. Alves brings over 26 years of experience and knowledge of the concrete and drain industry as well as the health and safety aspects and policies applicable to such industry. Through his many years in the construction industry, Mr. Alves developed strong ties and relationships with various other companies (both in the low rise and general construction segments) as well as with major home builders in the GTA.
Mr. Filice joined UIG in December 2024 as a board director and subsequently in May 2025 as the Chief Operating Officer. Mr. Filice is an award-winning homebuilder based in Ancaster, Ontario, having constructed some of the most complex and luxurious custom homes in the Greater Toronto Area since 2015. Notably, Mr. Filice constructed the annual Princess Margaret Grand Prize Homes from 2017 to 2025 and won Best Custom Home $5M + for 7 consecutive years from the West End Home Builders Association. Recently, Mr. Filice has been active in the missing middle apartment space, having constructed several 5 plexes and laneway homes in Toronto. Prior to home building, Mr. Filice has over 12 years of experience in the alternative investment industry, primarily in operational due diligence, hedge fund valuation, and portfolio accounting.
Most recently, Luca was the Manager of the Operational Due Diligence team at the Canada Pension Plan Investment Board. In this role, Luca lead a team of 5 experienced professionals on due diligence engagements covering new and existing investments in
external investment managers. Previously, Luca was a Vice President at Goldman Sachs & Co where he was responsible for the valuation and accounting of several
global hedge fund portfolios. Luca holds a BA in economics from the University of Western Ontario. While at Western, he was the recipient of the Robert G. Siskind Entrepreneurial Award and the Craig R. Williams Memorial Scholarship. Luca also holds
a Masters of Law (LLM) degree from the University of Toronto Faculty of Law where he specialized in the business law stream.
Mr. Kaszas began his career at Burns Fry in 1983 and quickly rose to become a shareholder in 1984. As a senior leader with The Altberg Kaszas Group at BMO Nesbitt Burns, Mr. Kaszas leveraged his expertise and global network to deliver investment strategies and superior client service while leveraging his insights from a broad spectrum of international financial resources.
Based on his experience, Mr. Kaszas has a comprehensive understanding of the accounting principles used by such companies to prepare financial statements.
Mr. Gillam is currently the Chief Executive Officer of Gillam Group Inc., a private Ontario progressive construction company that specializes in collaborative approaches to achieve superior results. As Chief Executive Officer, he has overseen the growth of Gillam Group from inception to a thriving business with a staff of over 130 people, successfully completing complex and challenging projects throughout the Ontario market. Mr. Gillam is a project management specialist with over 30 years of experience in the planning and delivery of a wide range of complex construction projects. He has successfully delivered many projects in various sectors and internationally, including through the Ontario alternate finance procurement (i.e. "P3") route, with a focus on extensive pre-construction planning, design management and risk management techniques.
Brampton, Ontario–(Newsfile Corp. – December 4, 2025) – Urban Infrastructure Group Inc. (TSXV: UIG) (“UIG” or the “Corporation”), a concrete and drainage infrastructure construction company focused on new residential housing projects, has received a contract for concrete and drainage work for a residential development in Oakville, Ontario. The contract is for 161 homes in total with work already commenced on 89 homes in December 2025.
This project underscores UIG’s expertise in delivering critical infrastructure for large-scale residential communities and its commitment to supporting the growth of dynamic regions like Halton.
“We are pleased to partner on the Oakville development,” said Gary Alves, Chief Executive Officer. “The awarding of this contract further recognizes UIG’s commitment to quality and efficient delivery of concrete and drainage solutions essential for sustainable communities.”
About Urban Infrastructure Group
UIG is a leading concrete and drainage infrastructure construction group engaged in the earliest stage of the construction process – known as Stage One. Urban Infrastructure Group specializes in large-scale, master-planned residential communities, with partners and customers behind some of Ontario’s most significant residential development projects.
Connect with UIG: https://urbaninfrastructuregroup.com/
Contact:
Ungad Chadda
T: 416-219-6866
E: ungad@urbaninfrastructuregroup.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain acts, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of UIG, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Some of these risks are described under the “Caution on Forward-Looking Information” section and “Risk Factors” section of the MD&A. Although UIG has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information 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 information. Actual results and developments may differ materially from those contemplated by these statements. UIG does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
Brampton, Ontario–(Newsfile Corp. – December 2, 2025) – Urban Infrastructure Group Inc. (TSXV: UIG) (“UIG” or the “Corporation”) is pleased to announce the appointment of Mr. Marcus Gillam to the board of directors of the Corporation.
Mr. Gillam is currently the Chief Executive Officer of Gillam Group Inc., a private Ontario progressive construction company that specializes in collaborative approaches to achieve superior results. As Chief Executive Officer, he has overseen the growth of Gillam Group from inception to a thriving business with a staff of over 130 people, successfully completing complex and challenging projects throughout the Ontario market.
Mr. Gillam is a project management specialist with over 30 years of experience in the planning and delivery of a wide range of complex construction projects. He has successfully delivered many projects in various sectors and internationally, including through the Ontario alternate finance procurement (i.e. “P3”) route, with a focus on extensive pre-construction planning, design management and risk management techniques.
He has worked as a superintendent, estimator, project manager, engineer, client representative, infrastructure developer and executive. He brings a wide perspective and strong capability to the design, approvals and construction stages of each project. Mr. Gillam has been an integral part of many award-winning projects and he is a recipient of a Toronto Construction Association “Best of the Best” award and a British Construction Industry Award.
About Urban Infrastructure Group
UIG is a leading concrete and drainage infrastructure construction group engaged in the earliest stage of the construction process – known as Stage One. Urban Infrastructure Group specializes in large-scale, master-planned residential communities, with partners and customers behind some of Ontario’s most significant residential development projects.
Connect with UIG: https://urbaninfrastructuregroup.com/
Contact:
Ungad Chadda
T: 416.219-8666
E: ungad@urbaninfrastructuregroup.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Brampton, Ontario–(Newsfile Corp. – October 1, 2025) – Urban Infrastructure Group Inc. (TSXV: UIG) (“UIG” or the “Corporation”), a concrete and drainage infrastructure construction company focused on new residential housing projects, has been awarded a contract for concrete and drainage work for a large-scale residential development by one of its largest developer customers in Kitchener, Ontario.
Against the backdrop of a very difficult industry and economic conditions in Ontario, UIG prevailed in what was a very competitive bid process. The contract is for 100 units with a start date set for next month and to be completed in approximately six months.
This latest win comes on the heels of the ~200 new home project win announced in late August. That project is in Milton, Ontario and work is underway this week.
These projects underscore UIG’s expertise in delivering critical infrastructure for large-scale residential communities and its commitment to supporting the growth of dynamic regions like Milton and Kitchener.
“We are pleased to partner on the Kitchner development,” said Gary Alves, Chief Executive Officer. “The awarding of this contract further recognizes UIG’s commitment to quality and efficient delivery of concrete and drainage solutions essential for sustainable communities. There is a long way to go in order to begin to address the supply-demand imbalance in the residential new build industry and UIG is committed to being part of the long term solution.”
About Urban Infrastructure Group
UIG is a leading concrete and drainage infrastructure construction group engaged in the earliest stage of the construction process – known as Stage One. Urban Infrastructure Group specializes in large-scale, master-planned residential communities, with partners and customers behind some of Ontario’s most significant residential development projects.
Connect with UIG: https://urbaninfrastructuregroup.com/
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain acts, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of UIG, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Some of these risks are described under the “Caution on Forward-Looking Information” section and “Risk Factors” section of the MD&A. Although UIG has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information 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 information. Actual results and developments may differ materially from those contemplated by these statements. UIG does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
Brampton, Ontario–(Newsfile Corp. – September 3, 2025) – Urban Infrastructure Group Inc. (TSXV: UIG) (“UIG” or the “Corporation“), a leading stage-one concrete and drainage infrastructure construction group, specializing in large scale new residential housing developments, would like to announce that it has entered into a loan arrangement with a related party (the “Lender“) whereby the Lender advanced to the Company an aggregate of $500,000 (the “Loan“). UIG will use the Loan for working capital and general corporate purposes.
The Loans bears interest at a rate of 12% per annum and is evidenced by a promissory note in favour of the Lender. The Loan is repayable on the date that is six months from issuance.
The Corporation also intends to issue to the Lender, subject to approval of the TSX Venture Exchange (the “TSXV“), as a loan bonus, an aggregate of 5,000,000 common share purchase warrants of the Corporation (“Bonus Warrant“). Each Bonus Warrant entitles the Lender to acquire one (1) common share in the capital of the Corporation at an exercise price of $0.05 per share for a period of one (1) year from the date of the promissory notes (the “Expiry Date“).
The Lenders are “related parties” (as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“)) of the Corporation and, therefore, the Loan is a Related Party Transaction (as defined in MI 61-101). UIG is exempt from the formal valuation requirement and the minority approval requirement under MI 61-101 in respect of the Loan since, at the time of the Loan, the fair market value of the consideration for the Loan did not exceed 25% of UIG’s market capitalization.
In connection with the Loan, the Corporation will be paying a finder’s fee of $25,000 to an arm’s length third party.
About Urban Infrastructure Group
UIG is a leading concrete and drainage infrastructure construction group engaged in the earliest stage of the construction process – known as Stage One. Urban Infrastructure Group specializes in large-scale, master-planned residential communities, with partners and customers behind some of Ontario’s most significant residential development projects.
Connect with UIG: https://urbaninfrastructuregroup.com/
Contact:
Krisztina Alves
T: 905-866-2483
E: krisztina@urbaninfrastructuregroup.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain acts, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of UIG, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Some of these risks are described under the “Caution on Forward-Looking Information” section and “Risk Factors” section of the MD&A. Although UIG has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information 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 information. Actual results and developments may differ materially from those contemplated by these statements. UIG does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
Highlights:
Toronto, Ontario–(Newsfile Corp. – August 29, 2025) – Urban Infrastructure Group Inc. (TSXV: UIG) (“urban” or the “Company”), a leading stage-one concrete and drainage infrastructure construction group, specializing in large scale new residential housing developments, announces its financial results for three and nine months ended June 30, 2025. All financial information is provided in Canadian dollars unless otherwise indicated.
The Consolidated Financial Statements and Management Discussion and Analysis (“MD&A”) for the three and nine months ended June 30, 2025, are available on the Company’s SEDAR profile at www.sedarplus.ca.
Gary Alves stated, “Urban continues to execute on its core business, while increasing its focus on diversification and vertical integration. While the current market conditions are challenging for the home construction industry as a whole, for those who are nimble and innovative, there are opportunities. We at Urban remain committed to our core values of quality, trust and customer focus, while at the same time embracing the change.”
Management Commentary on the Third Quarter of Fiscal 2025
The Company recorded a net loss of $527,955 ($0.01 per share) for the three-month period ended June 30, 2025, as compared to net loss of $910,034 ($0.01 per share) for the three-month period ended June 30, 2024. The decrease in net loss is mostly the result of the one-time, first year go public expense in the June 30, 2024 quarter.
Revenues for the three-month period ended June 30, 2025, increased to $1.5M as compared to revenue of $662K for the three-month period ended June 30, 2024. The cost of sales for the three-month period ended June 30, 2025, was $1.3M compared to $1M for the three-month period ended June 30, 2024.
About Urban Infrastructure Group
Urban Infrastructure Group Inc. (TSXV: UIG) is a leading concrete and drainage infrastructure construction group engaged in the earliest stage of the construction process — known as Stage One. Urban Infrastructure Group specializes in large-scale, master-planned residential communities, with partners and customers behind some of Ontario’s most significant residential development projects.
Connect with UIG: https://urbaninfrastructuregroup.com/
Contact:
Krisztina Alves
T: +1.905.866.2483
E: krisztina@urbaninfrastructuregroup.com
CAUTIONARY NOTES
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain acts, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward looking information. Some of these risks are described under the “Caution on Forward-Looking Information” section and “Risk Factors” section of the MD&A. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information 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 information. Actual results and developments may differ materially from those contemplated by these statements. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
Brampton, Ontario–(Newsfile Corp. – August 29, 2025) – Urban Infrastructure Group Inc. (TSXV: UIG ) (“UIG” or the “Corporation”) regretfully announces the passing of Harold Wolkin, a respected director and Chairman of the Board.
The Board of Directors, management team, and employees of UIG extend their deepest sympathies and heartfelt condolences to Harold’s family during this difficult time. Harold was known for his remarkable passion, extensive experience, and unwavering energy in all his endeavors.
Gary Alves, C.E.O., shared his sentiments: “Those of us who had the privilege of knowing Harold recognized him as an exceptional leader and a true friend; his legacy will undoubtedly endure. Harold played a pivotal role in UIG’s successful public listing and consistently championed the company’s business and future prospects. He was an invaluable director, contributing a wealth of experience and profound wisdom to the board and its committees. His presence will be profoundly missed by all.”
About Urban Infrastructure Group
UIG is a leading concrete and drainage infrastructure construction group engaged in the earliest stage of the construction process – known as Stage One. Urban Infrastructure Group specializes in large-scale, master-planned residential communities, with partners and customers behind some of Ontario’s most significant residential development projects.
Connect with UIG: https://urbaninfrastructuregroup.com/
Contact:
Bill Mitoulas
Investor Relations
T: 416.479.9547
E: bill@urbaninfrastructuregroup.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain acts, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of UIG, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Some of these risks are described under the “Caution on Forward-Looking Information” section and “Risk Factors” section of the MD&A. Although UIG has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information 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 information. Actual results and developments may differ materially from those contemplated by these statements. UIG does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
Brampton, Ontario–(Newsfile Corp. – August 18, 2025) – Urban Infrastructure Group Inc. (TSXV: UIG) (“UIG” or the “Corporation”), a concrete and drainage infrastructure construction company focused on new residential housing projects, has received a contract for concrete and drainage work for Phase 5 of a residential development in Milton, Ontario. The contract is valued at approximately $2 million for 197 units. Work is scheduled to begin in September 2025 and is expected to continue for six months.
This project underscores UIG’s expertise in delivering critical infrastructure for large-scale residential communities and its commitment to supporting the growth of dynamic regions like Milton.
“We are pleased to partner on this important Milton development,” said Gary Alves, Chie Executive Officer. “This contract recognizes our team’s commitment to quality and efficient delivery of concrete and drainage solutions essential for sustainable communities. We look forward to supporting the completion of 197 new homes.”
Furthermore, the Corporation announces that, subsequent to its press release dated May 12, 2025, it has issued a total of 750,000 common share purchase warrants as a loan bonus (each referred to as a “Bonus Warrant“). Each Bonus Warrant grants the holder the right to acquire one (1) common share of the Corporation at an exercise price of $0.07 per share until March 4, 2026 (the “Expiry Date”). The Expiry Date is subject to acceleration should the closing price of UIG’s common shares on the TSX Venture Exchange reach or exceed $0.20 per share for any period of 10 consecutive trading days.
About Urban Infrastructure Group
UIG is a leading concrete and drainage infrastructure construction group engaged in the earliest stage of the construction process – known as Stage One. Urban Infrastructure Group specializes in large-scale, master-planned residential communities, with partners and customers behind some of Ontario’s most significant residential development projects.
Connect with UIG: https://urbaninfrastructuregroup.com/.
Contact:
Bill Mitoulas
Investor Relations
T: 416.479.9547
E: bill@urbaninfrastructuregroup.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain acts, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of UIG, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Some of these risks are described under the “Caution on Forward-Looking Information” section and “Risk Factors” section of the MD&A. Although UIG has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information 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 information. Actual results and developments may differ materially from those contemplated by these statements. UIG does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
Highlights:
Toronto, Ontario–(Newsfile Corp. – May 28, 2025) – Urban Infrastructure Group Inc. (TSXV: UIG) (“urban” or the “Company”), a leading stage-one concrete and drainage infrastructure construction group, specializing in large scale new residential housing developments, announces its financial results for three and six months ended March 31, 2025. All financial information is provided in Canadian dollars unless otherwise indicated.
The Consolidated Financial Statements and Management Discussion and Analysis (“MD&A”) for the three and six months ended March 31, 2025, are available on the Company’s SEDAR profile at www.sedarplus.ca.
Gary Alves stated, “Urban continues to execute on its core business, while increasing its focus on diversification and vertical integration. While the current market conditions are challenging for the home construction industry as a whole, for those who are nimble and innovative there are opportunities. We at Urban remain committed to our core values of quality, trust and customer focus while at the same time embracing the change. Additionally, I am excited about the most recent addition of Luca Filice to the role of C.O.O. Luca brings a wealth of experience and industry relationships across both the construction and financial sectors. I am working closely with Luca on several initiatives that we look forward to sharing in due course.”
Management Commentary on the Second Quarter of Fiscal 2025
The Company recorded a net loss of $367,745 ($0.00 per share) for the three-month period ended March 31, 2025 as compared to net loss of $1,863,622 ($0.32 per share) for the three-month period ended March 31, 2024. The decrease in net loss is mostly the result of the one-time go-public expense in the March 2024 quarter, the vast majority of which was a non-cash expense.
Revenues for the three-month period ended March 31, 2025 decreased to $1,003,322 as compared to revenue of $1,536,307 for the three-month period ended March 31, 2024. The cost of sales for the three-month period ended March 31, 2025, were $877,343 compared to $1,213,023 for the three-month period ended March 31, 2024. The decrease in revenues was a result of a seasonally slow period during the winter months exacerbated by an industry-wide, well-documented slowdown in the residential building market. Many in the industry, media and elsewhere believe this has been caused primarily by developers delaying project launches as they assess the interest rate environment and economic conditions. As a result of these delays, our sales for the quarter were down significantly from the prior year comparative period. That said, we continue to have a strong pipeline of contracted jobs but without the near-term certainty on when these industry delays will moderate. We note that there are some early signs of projects starting back up and our labour crews getting busier, but it remains to be seen if this will take on some permanence. Our belief is that a Bank of Canada rate cut in June would be a positive development.
Shareholder Meeting Results
Urban would also like to announce the voting results from its annual and special meeting of shareholders of the Company (the “Meeting”), which was held on Tuesday May 27, 2025. All meeting matters put before the shareholders of the Company, and as more fully described in the Company’s Notice of Annual and Special Meeting of Shareholders and Management Information Circular, dated April 17, 2025, were approved by the requisite majority of votes cast at the Meeting.
A total of 82,252,630 common shares of the Company were voted at the Meeting, representing approximately 78.71% of the total issued and outstanding common shares of the Company as of the record date of the Meeting.
Appointment of Officers
The Company is pleased to announce that the following individuals have been appointed officers of the Company:
Gary Alves – Chief Executive Officer
Luca Filice -Chief Operating Officer
John Ross – Chief Financial Officer
Grant of Stock Options
Urban also announces that it has granted effective May 27, 2025, an aggregate of 2,000,810 options to directors and/or officers of the Company, with such options being exercisable at a price of $0.10 per share until May 27, 2031.
The grant of options is subject to the approval and requirements of the TSX Venture Exchange.
About Urban Infrastructure Group
Urban Infrastructure Group Inc. (TSXV: UIG) is a leading concrete and drainage infrastructure construction group engaged in the earliest stage of the construction process – known as Stage One. Urban Infrastructure Group specializes in large-scale, master-planned residential communities, with partners and customers behind some of Ontario’s most significant residential development projects.
Connect with UIG: https://urbaninfrastructuregroup.com/
# # #
Contact:
Bill Mitoulas
Investor Relations
T: +1.416.479.9547
E: bill@urbaninfrastructuregroup.com
CAUTIONARY NOTES
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain acts, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Some of these risks are described under the “Caution on Forward-Looking Information” section and “Risk Factors” section of the MD&A. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information 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 information. Actual results and developments may differ materially from those contemplated by these statements. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
Brampton, Ontario–(Newsfile Corp. – May 27, 2025) – Urban Infrastructure Group Inc. (TSXV: UIG) (the “Company”) is thrilled to announce the addition of Steve Kaszas to its board of directors.
Steve brings over four decades of experience in the financial services industry and has built a distinguished career characterized by strategic leadership, client-focused investment management, and a deep commitment to community engagement.
Steve began his career at Burns Fry in 1983 and quickly rose to become a shareholder in 1984. As a senior leader with The Altberg Kaszas Group at BMO Nesbitt Burns, Steve leveraged his expertise and global network to deliver investment strategies and superior client service while leveraging his insights from a broad spectrum of international financial resources.
Beyond his professional accomplishments, Steve is a dedicated community advocate and a recipient of the Queen Elizabeth II Golden Jubilee Medal (2003) in recognition of his significant contributions to Canada and the broader community.
The Board firmly believes Steve will be a valuable addition to the Company. “We, at Urban, are fortunate to be able to add a director of Steve’s calibre to our board. Steve’s impeccable track record at BMO Nesbitt Burns as well as his vast network deliver an advantage that we will leverage on behalf of the Company and its shareholders,” said Gary Alves, President and C.O.O.
“I am excited to join the ranks of this hard-working team and assist in their goal of creating homes for all Canadians,” said Steve Kaszas.
About Urban Infrastructure Group Inc.
Urban Infrastructure Group stands as a premier provider of concrete and drainage infrastructure construction services, specializing in Stage 1 development-—the critical foundation phase of the construction process. As industry leaders in early-stage infrastructure development, the Company delivers essential groundwork for large-scale, master-planned residential communities throughout Ontario.
With a distinguished portfolio of partnerships, Urban Infrastructure Group collaborates with prominent developers and stakeholders behind Ontario’s most ambitious and transformative residential development projects. The Company’s expertise in foundational infrastructure enables the successful realization of complex, community-shaping initiatives that form the backbone of the region’s expanding residential landscape.
Connect with UIG: https://urbaninfrastructuregroup.com/
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain acts, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of UIG, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Some of these risks are described under the “Caution on Forward-Looking Information” section and “Risk Factors” section of the MD&A. Although UIG has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information 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 information. Actual results and developments may differ materially from those contemplated by these statements. UIG does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
Brampton, Ontario–(Newsfile Corp. – May 25, 2025) – Urban Infrastructure Group Inc. (TSXV: UIG) (“Urban” or the “Company”) today announced that Mr. Norman Levine has withdrawn his candidacy for election to the Company’s Board of Directors due to unforeseen business commitments.
Urban remains committed to maintaining strong corporate governance and ensuring a diverse and experienced Board of Directors to guide the Company’s strategic initiatives.
About Urban Infrastructure Group Inc.
Urban Infrastructure Group stands as a premier provider of concrete and drainage infrastructure construction services, specializing in Stage 1 development-the critical foundation phase of the construction process. As industry leaders in early-stage infrastructure development, the company delivers essential groundwork for large-scale, master-planned residential communities throughout Ontario.
With a distinguished portfolio of partnerships, Urban Infrastructure Group collaborates with prominent developers and stakeholders behind Ontario’s most ambitious and transformative residential development projects. The company’s expertise in foundational infrastructure enables the successful realization of complex, community-shaping initiatives that form the backbone of the region’s expanding residential landscape.
Connect with UIG: https://urbaninfrastructuregroup.com/
Contact:
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain acts, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of UIG, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Some of these risks are described under the “Caution on Forward-Looking Information” section and “Risk Factors” section of the MD&A. Although UIG has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information 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 information. Actual results and developments may differ materially from those contemplated by these statements. UIG does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
Brampton, Ontario–(Newsfile Corp. – May 12, 2025) – Urban Infrastructure Group Inc. (TSXV: UIG) a leading stage-one concrete and drainage infrastructure construction group, specializing in large scale new residential housing developments, (“UIG” or the “Corporation“) would like to announce that it has entered into loan arrangements with certain related parties (each, a “Lender“) whereby the Lenders advanced to the Company an aggregate of $150,000 (collectively, the “Loans“). UIG will use the Loans for working capital and general corporate purposes.
The Loans bear interest at a rate of 15% per annum and are evidenced by promissory notes in favour of the Lender. The Loans are repayable on the date that is six months from issuance.
The Corporation also intends to issue to the Lenders, subject to approval of the TSX Venture Exchange (the “TSXV“), as loan bonuses, an aggregate of 750,000 common share purchase warrants of the Corporation (each, a “Bonus Warrant“). Each Bonus Warrant entitles the holder thereof to acquire one (1) common share in the capital of the Corporation at an exercise price of $0.12 per share for a period of one (1) year from the date of the promissory notes (the “Expiry Date“). The Expiry Date may be accelerated if the closing price of the UIG’s common shares on the TSXV is equal to or greater than $0.20 per share for any 10 consecutive trading days.
The Lenders are “related parties” (as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“)) of the Corporation and, therefore, the Loans are Related Party Transactions (as defined in MI 61-101). UIG is exempt from the formal valuation requirement and the minority approval requirement under MI 61-101 in respect of the Loans since, at the time of such loans, the fair market value of the consideration for Loans did not exceed 25% of UIG’s market capitalization.
About Urban Infrastructure Group
UIG is a leading concrete and drainage infrastructure construction group engaged in the earliest stage of the construction process – known as Stage One. Urban Infrastructure Group specializes in large-scale, master-planned residential communities, with partners and customers behind some of Ontario’s most significant residential development projects.
Connect with UIG: https://urbaninfrastructuregroup.com/
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain acts, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of UIG, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Some of these risks are described under the “Caution on Forward-Looking Information” section and “Risk Factors” section of the MD&A. Although UIG has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information 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 information. Actual results and developments may differ materially from those contemplated by these statements. UIG does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
Highlights:
Brampton, Ontario — (Newsfile Corp. – April 24, 2025) – Urban Infrastructure Group Inc., (TSXV: UIG) a leading stage-one concrete and drainage infrastructure construction group, specializing in large scale new residential housing developments, (“UIG” or the “Corporation”) would like to provide the following updates:
1. Transition of Chief Executive Officer
Mr. Ungad Chadda has notified the Corporation of his decision to resign from his position as Chief Executive Officer and to not stand for re-election as director of UIG, effective May 27, 2025. Mr. Chadda played a crucial role in facilitating the Corporation’s acquisition of all the issued and outstanding securities of Urban Utilities Contractors Inc. (“UUCI”). He has guided the Corporation and UUCI through a pivotal period of their growth, including capital raising and successful debut on the TSX Venture Exchange. Mr. Gary Alves, the current Chief Operating Officer and founder of UUCI, will be appointed as Chief Executive Officer. Mr. Chadda will continue to support UIG in an advisory role.
“Leading the Corporation and UUIC through their respective development in recent years, and witnessing UUIC’s transformation into a publicly listed company, has been a privilege,” Mr. Chadda stated. “As the founder of UUCI, Mr. Alves embodies the entrepreneurial spirit and operational expertise that the Corporation requires in today’s environment. His leadership will be invaluable as the Corporation undertakes its next stage of development and growth.”
Mr. Alves stated, “The Corporation extends its gratitude to Mr. Chadda for his dedication and significant contributions to both the Corporation and UUCI. His prior experience at the TSX and extensive knowledge of public markets were instrumental during the going public process, proving to be invaluable assets.”
2. Reduction in Board Size
To enhance operational efficiency and streamline corporate governance costs, UIG has decided to reduce its board of directors from seven (7) to five (5) members. In addition to Mr. Chadda, Messrs. Di Cristofaro and Thadaney have also agreed to not stand for re-election as directors. Mr. Norman Levine has been nominated to fill the resulting vacancy. This reduction in the number of directors demonstrates UIG’s ongoing commitment to implementing policies and strategies that bolster operational efficiency and cut corporate governance costs. Management will keep exploring and assessing all feasible options to boost shareholder value while maintaining strict cost control across all operations and corporate functions.
“These changes highlight the Corporation’s disciplined approach to capital preservation and cost control, reflecting management’s dedication to resilience, focus, and execution,” Mr. Alves said. “We remain committed to providing top-quality service to our clients while ensuring the prudent management of shareholder capital.”
3. Annual and Special Meeting
UIG would like to also announce that an annual and special meeting of shareholders (the “Meeting”) has been scheduled for May 27 2025, at 11:00 a.m. (E.S.T.). The Meeting will be held at the offices of Miller Thomson located at 40 King Street West, Suite 6600, Toronto, Ontario for the following purposes:
Only shareholders of record at the close of business on April 11, 2025, and duly appointed proxyholders (including non-registered beneficial shareholders who have duly appointed themselves as proxyholders), will be entitled to vote on matters considered at the Meeting. A Notice of Meeting, information circular and proxy will be mailed to shareholders. These documents will also be made available on UIG’s profile on SEDAR+ at www.sedarplus.ca.
4. Advance Notice Policy
The Corporation also announces that its board of directors (the “Board”) has adopted a policy requiring advance notice of the nomination of directors in certain circumstances (the “Advance Notice Policy”). The Advance Notice Policy is effective as of April 10, 2025 and will apply to its next annual general meeting of shareholders. The Advance Notice Policy is designed to further the UIG’s commitment to: (i) facilitating an orderly and efficient process for annual general meetings or, where the need arises, special meetings; (ii) ensuring that all shareholders receive adequate notice of director nominations and sufficient information regarding all director nominees; and (iii) allowing shareholders to register an informed vote after having been afforded reasonable time for appropriate deliberation.
The Advance Notice Policy contains a provision requiring advance notice to the Corporation in certain circumstances where nominations of persons for election to the board of directors are made by shareholders. The Advance Notice Policy establishes a deadline by which director nominations must be submitted to the Corporation prior to any annual or special meeting of shareholders and sets forth the information that must be included in the notice to UIG. No person will be eligible for election as a director unless nominated in accordance with the Advance Notice Policy.
In the case of an annual general meeting of shareholders, notice to the Corporation must be given not less than 30 days and not more than 65 days prior to the date of the annual general meeting; provided, however, that, in the event that an annual general meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual general meeting was made, notice may be given not later than the close of business on the 10th day following such public announcement. In the case of a special meeting of shareholders called for the purpose of electing directors (whether or not called for other purposes), notice must be given not later than the close of business on the 15th day after the date on which the first public announcement of the special meeting was made.
5. Repricing of Stock Options
UIG also announces that the Board has approved the repricing (“Repricing”) of up to 9,182,267 outstanding stock options (“Options”). The Repricing applies to Options previously granted to certain directors, employees, service providers and officers of the Corporation pursuant to the UIG’s equity incentive plan. The Options have been repriced from $0.18 to $0.10, a premium to the Corporation’s current stock price.
The Repricing is subject to approval of the TSX Venture Exchange (the “TSXV”) and disinterested shareholder approval. Approval for the Repricing of an aggregate of 5,534,667 Options to Insiders (as such term is defined in the policies of the TSXV) will be sought at the Meeting. While certain Options held by the UIG’s employee base will be repriced as part of this exercise, only the Options held by Insiders require disinterested shareholder approval.
To retain valued team members in the context of a significant drop in the trading price of the Corporation’s Common Shares on the TSXV, certain of the outstanding Options no longer offer an adequate incentive to employees and Insiders, as currently priced. Recognizing that Option grants are a critical element of the UIG’s compensation policy, the Board is of the view that it is in the best interest of the Corporation to reprice the outstanding Options granted to certain employees and Insiders, to ensure the exercise price of the Options is more in line with the current market price of the Common Shares.
About Urban Infrastructure Group
UIG is a leading concrete and drainage infrastructure construction group engaged in the earliest stage of the construction process – known as Stage One. Urban Infrastructure Group specializes in large-scale, master-planned residential communities, with partners and customers behind some of Ontario’s most significant residential development projects.
Connect with UIG: https://urbaninfrastructuregroup.com
# # #
Contact:
Bill Mitoulas
Investor Relations
T: +1.416.479.9547
E: bill@urbaninfrastructuregroup.com
CAUTIONARY NOTES
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking InformationThis press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain acts, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of UIG, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Some of these risks are described under the “Caution on Forward-Looking Information” section and “Risk Factors” section of the MD&A. Although UIG has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information 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 information. Actual results and developments may differ materially from those contemplated by these statements. UIG does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
TORONTO, ON, March 4, 2025 – Urban Infrastructure Group Inc. (TSXV: UIG), a leading stage-one concrete and drainage infrastructure construction group, specializing in large scale new residential housing developments, announces that it has begun work on a 145 unit residential housing development project in Pickering, Ontario.
Gary Alves, COO and Founder of UIG stated, “We are delighted to be invited back for our 5th consecutive phase in this specific multi-phased project. Our team thrives on displaying our quality of work, and earning the trust and repeat business of our developer customers.”
The Pickering project illustrates UIG’s ability to execute and continue to win repeat business, while at the same time highlighting the proficiency, size, and scale of our crews who are simultaneously completing Phase 4 (announced in November) and working on Phase 5.
UIG’s current Bid Pipeline sits at ~$27M+ of which the Contracted Pipeline currently sits at ~$8.3M. Urban defines Bid Pipeline as all tenders or RFP’s that Urban has been invited to bid on and for which the Company has submitted a bid. Contracted Pipeline is defined as awarded by the customer to Urban and scheduled to commence this year.
About Urban Infrastructure Group
Urban Infrastructure Group Inc. (TSXV: UIG) is a leading concrete and drainage infrastructure construction group engaged in the earliest stage of the construction process – known as Stage One. Urban Infrastructure Group specializes in large-scale, master-planned residential communities, with partners and customers behind some of Ontario’s most significant residential development projects.
Connect with UIG: https://urbaninfrastructuregroup.com/
# # #
Contact:
Bill Mitoulas
Investor Relations
T: +1.416.479.9547
E: bill@urbaninfrastructuregroup.com
CAUTIONARY NOTES
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain acts, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Some of these risks are described under the “Caution on Forward-Looking Information” section and “Risk Factors” section of the MD&A. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information 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 information. Actual results and developments may differ materially from those contemplated by these statements. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
Highlights:
Toronto, Ontario–(Newsfile Corp. – February 28, 2025) – Urban Infrastructure Group Inc. (TSXV: UIG), a leading stage-one concrete and drainage infrastructure construction group, specializing in large scale new residential housing developments, announces its financial results for the First Quarter ended December 31st, 2024. All financial information is provided in Canadian dollars unless otherwise indicated.
The Consolidated Financial Statements and Management Discussion and Analysis (“MD&A”) for the three months ended December 31, 2024, are available on the Company’s SEDAR profile at www.sedarplus.ca.
Ungad Chadda, CEO of UIG stated, “Urban continues to execute on its core business, further increasing our focus and efforts on sales, customer relationships and new business development. We are very confident about our future prospects, both organic and inorganic, and remain laser focussed on costs, cash and working capital management. With ~$8.3M in current awarded contracts as of Q1 2025, the team is optimistic and firmly of the view of “when and not if” the low rise residential new construction activity resumes in earnest.”
Management Commentary on the First Quarter of Fiscal 2025
The Company recorded a net loss of $289,648 for the three-month period ended December 31, 2024 as compared to net income of $559,707 for the three-month period ended December 31, 2023. The loss in the December 2024 quarter is mostly the result of decreased revenue in the quarter as compared to the quarters in 2023.
While December 2024 revenues are reduced as compared with the prior year period, revenues for the three-month period ended December 31, 2024 represented an increase on a successive quarterly basis (to $1,401,963 compared to $1,217,118 In the September 30, 2024 quarter and $661,984 for the three-month period ended June 30, 2024, as the construction market showed signs of a coming recovery).
Early indicators show that sales in the coming 12 months should accelerate from those in 2024. Gross margins should recover with increased sales and demand for construction services which should ease the pricing pressure that was present during 2024.
The year-over-year decrease in revenues was a result of an industry-wide, well-documented slowdown in the residential building market. Many in industry, media and elsewhere believe this has been caused primarily by developers delaying project launches as they assessed the interest rate environment and economic conditions. As a result of these delays, our sales for the period were down significantly from the prior year comparative period.
That said, we continue to have a strong pipeline of contracted jobs that are starting to move into the shovel-stage. Although we are not certain as to when these industry delays will fully moderate, we are seeing movement. The series of interest rate cuts in 2024 and those in early calendar 2025 are excellent signs that improved affordability will improve the supply-demand balance. We note that there are some early signs of projects starting back up and our crews getting busier, but it remains to be seen if this will take on some permanence.
Our ~$27M bid pipeline and our ~$8.3M in awarded contracts delivers an optimistic indicator that the market is recovering. Additional support is anticipated via additional rate cuts in 2025.
SUMMARY OF QUARTERLY RESULTS
The following table sets forth selected financial information from the Company’s quarterly financial statements.
As at the date of this MD&A, December 31, 2024 and September 30, 2024, the Company’s outstanding share information is as follows:
Change in Directors
On December 9, 2024, the Company announced that Luca Filice joined the Board and Jennifer Labrecque had resigned from the Board. Mr. Filice’s reputation and decades of construction experience in the construction community, along with his network of business partners in the excavation, forming, utilities and site servicing circles will strengthen the UIG Board. As a partner and General Manager leading the custom home building operations of PCMnow.com Inc., a Canadian custom home builder, based Oakville, Ontario, specializing in planning, design and turnkey construction services, Mr. Filice has built some of the finest luxury homes in southeast Oakville and surrounding areas. Notably, Mr. Filice has been the builder of choice for the annual Princess Margaret Lottery Home and other high value projects.
About Urban Infrastructure Group
Urban Infrastructure Group Inc. (TSXV: UIG) is a leading concrete and drainage infrastructure construction group engaged in the earliest stage of the construction process – known as Stage One. Urban Infrastructure Group specializes in large-scale, master-planned residential communities, with partners and customers behind some of Ontario’s most significant residential development projects.
Connect with UIG: https://urbaninfrastructuregroup.com/
# # #
Contact:
Bill Mitoulas
Investor Relations
T: +1.416.479.9547
E: bill@urbaninfrastructuregroup.com
CAUTIONARY NOTES
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain acts, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Some of these risks are described under the “Caution on Forward-Looking Information” section and “Risk Factors” section of the MD&A. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information 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 information. Actual results and developments may differ materially from those contemplated by these statements. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
TORONTO, ON, January 28, 2025 – Urban Infrastructure Group Inc. (TSXV: UIG), a leading stage-one concrete and
The Consolidated Financial Statements and Management Discussion and Analysis (“MD&A”) for the year ended September 30, 2024, are available on the Company’s SEDAR profile at www.sedar.com.
Ungad Chadda, CEO of UIG stated, “We are very pleased to report our full year results to the market. Fiscal 2024 was a tremendously difficult year in the Ontario construction industry. As we have been reporting over the past year, 2024 saw low-rise construction starts in the master-plan community space come to a virtual stop. Notwithstanding, the weak market for most of the year which drove lower revenues and some margin compression, we are proud of our accomplishments this year in terms of successfully listing the company on TSXV as well as raising capital and assembling a top-notch board of directors. I want to take this opportunity to thank all our stakeholders for their support this past year and to look forward to fiscal 2025 – a year which we are very optimistic will continue the recovery in our business that we saw in Q4. Coupled with what appears to be a certainty that interest rate levels in Canada this year will provide stimulus to our business, we are optimistic that the health of our developer customers and Ontario homebuyers will continue to improve to the benefit of UIG and its loyal shareholders.“
Management Commentary on the Audited 2024 Fiscal Year, Ended September 30, 2024:
The 2024 year saw a significant downturn in construction activity. The Company recorded net loss of $2,523,322 ($0.05 per share) for the year ended September 30, 2024, as compared to net income of $1,647,887 ($8,374 per share) for the year ended September 30, 2023. The decrease in net income is the result of decreased revenue in the 2024 fiscal year. A one-time, non-cash, $2.0 million “listing fee” related to the Company’s RTO transaction was also a significant component of the 2024 loss. As per note #4 in the audited year-end financial statements entitled Reverse Takeover Transaction, the “listing expense” is principally a non-cash expense that is calculated by subtracting the identifiable assets of the CPC shell (Deal Pro), which were nominal, from the total fair value of the shares, options and warrants that were allocated to the former shareholders of Deal Pro as part of the purchase price. Thus, the one-time “listing expense” of approx. $2.0M in 2024.
Revenues for the year ended September 30, 2024 were $5,381,874 as compared to revenue of $12,276,877 for the year ended September 30, 2023.
The decrease in revenues was a result of an industry-wide, well-documented slowdown in the residential building market. Many in the industry, media and elsewhere believe this has been caused primarily by developers delaying project launches as they assessed the interest rate environment and economic conditions. As a result of these delays, our sales for the period were down significantly from the prior year comparative period. That said, we continue to have a strong pipeline of contracted jobs that are starting to move into the shovel-stage. Although we are not certain as to when these industry delays will fully moderate, we are seeing movement. The series of interest rate cuts in 2024 including the two ½ point cuts are excellent signs that improved affordability will improve the supply-demand balance. We note that there are some early signs of projects starting back up and our labour crews getting busier, but it remains to be seen if this will take on some permanence.
Our ~$27M bid pipeline and our ~$8.3M in awarded contracts delivers a optimistic indicator that there is a thawing-out of the deep freeze which saw our low rise residential developer clients struggle mightily to get shovels in the ground this year. Additional support is anticipated via additional rate cuts in 2025.
Audited Twelve Months Ended September 30, 2024 – Financial Highlights:
The following table sets forth selected financial information from the Company’s audited financial statements for each of the two most recently completed year ends.
Management Commentary on the Three Months Ended September 30, 2024:
The Company recorded a net loss of $309,373 ($0.00 per share) for the three-month period ended September 30, 2024 as compared to net income of $294,281 ($1,471 per share) for the three-month period ended September 30, 2023. The loss in the 2024 quarter is mostly the result of decreased revenue in the September 2024 quarter.
Revenues for the three-month period ended September 30, 2024 rebounded to $1,217,118 as compared to revenue of $661,984 for the three-month period ended June 30, 2024, as the construction market showed signs of a coming recovery. Early indicators show that sales in the coming 12 months should accelerate from those in 2024. Gross margins should recover with increased sales and demand for construction services.
Historic Quarterly Results Financial Highlights:
The following table sets forth selected financial information from the Company’s quarterly financial statements.
Access to Materials:
Urban has filed its Consolidated Fiscal Year End 2024 Financial Statements and MD&A with Canadian securities regulators. This press release should be read together with our Consolidated Fiscal Year End Audited Financial Statements and MD&A. These documents may be accessed through www.sedarplus.
Urban Infrastructure Group Inc. (TSXV: UIG) is a leading concrete and drainage infrastructure construction group engaged in the earliest stage of the construction process – known as Stage One. Urban Infrastructure Group specializes in large-scale, master-planned residential communities, with partners and customers behind some of Ontario’s most significant residential development projects.
Connect with UIG: https://urbaninfrastructuregroup.com/
Contact:
Bill Mitoulas
Investor Relations
T: +1.416.479.9547
E: bill@urbaninfrastructuregroup.com
CAUTIONARY NOTES
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain acts, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Some of these risks are described under the “Caution on Forward-Looking Information” section and “Risk Factors” section of the MD&A. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information 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 information. Actual results and developments may differ materially from those contemplated by these statements. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
TORONTO, ON, DECEMBER 9, 2024 – Urban Infrastructure Group Inc. (TSXV: UIG), a leading stage-one concrete and drainage infrastructure construction group, specializing in large scale new residential housing developments, is pleased to announce the addition of Luca Filice to its Board of Directors.
Luca adds decades of construction experience to the governance of UIG. As a partner and General Manager leading the custom home building operations of PCMnow.com Inc., a Canadian custom home builder, based Oakville, Ontario, specializing in planning, design and turnkey construction services, Luca has built some of the finest luxury homes in southeast Oakville and surrounding areas. Notably, Luca has been the builder of choice for the annual Princess Margaret Lottery Home and other projects, many of which are $10M per home projects. Luca’s deep experience across the entire spectrum of home construction from start to finish, will benefit UIG and its strategy and execution. Further, Luca’s preeminent reputation in the construction community and deep network of business partners in the excavation, forming, utilities and site servicing circles is an asset that UIG will benefit from.
Ungad Chadda, CEO of UIG stated, “I feel very fortunate to have met and worked with Luca over the past year and am thrilled with his appointment to the Urban Infrastructure Board of Directors. Luca’s reputation as a seasoned home building and construction professional at PCM, along with his extensive experience in financial valuations within the alternative assets sector at Canadian Pension Plan and Goldman Sachs, will offer invaluable counsel and expertise for UIG’s growth strategy.”
Before entering the construction business, Luca obtained a BA in economics from the University of Western Ontario and Masters of Law (LLM) degree from the University of Toronto Faculty of Law and held significant roles at firms including Canada Pension Plan Investment Board (CPPIB) and Goldman Sachs.
“I am excited to join Urban just as the Canadian market for residential and industrial construction returns to a strong growth curve,” said Luca Filice. “The UIG team has put together an impressive partner and customer ecosystem, which will propel the Company forward. I look forward to contributing to the ongoing development and execution of the Company’s growth strategy.”
Additionally, the Company announces today that Jennifer Labrecque has resigned as a member of the Board of Directors so that she may focus her efforts on other professional duties. The Board of Directors would like to thank Jennifer for her contribution over the past year and wish her well in her future endeavors.
About Urban Infrastructure Group
Urban Infrastructure Group Inc. (TSXV: UIG) is a leading concrete and drainage infrastructure construction group engaged in the earliest stage of the construction process – known as Stage One. Urban Infrastructure Group specializes in large-scale, master-planned residential communities, with partners and customers behind some of Ontario’s most significant residential development projects.
Connect with UIG: https://urbaninfrastructuregroup.com/
Contact:
Bill Mitoulas
Investor Relations
T: +1.416.479.9547
E: bill@urbaninfrastructuregroup.com
CAUTIONARY NOTES
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain acts, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Some of these risks are described under the “Caution on Forward-Looking Information” section and “Risk Factors” section of the MD&A. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information 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 information. Actual results and developments may differ materially from those contemplated by these statements. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
TORONTO, ON, NOVEMBER 4, 2024 – Urban Infrastructure Group Inc. (TSXV: UIG), a leading stage-one concrete and
Following the recent announcement dated October 21, 2024 – Urban Infrastructure Group Inc. Begins Work on 400+ New Residential Units in Southern Ontario, today’s announcement reflects the pace of additional business that UIG is winning. The UIG team will begin sewer utility pipe service installation and concrete pouring of basements, garages and porches on the approximately 150 new residential units in Pickering in early January. The $1.5M contract is projected to take 6 months to complete.
Ungad Chadda, CEO of UIG stated, “The recent BoC interest rate cut of half a point has directionally aligned with further stimulating residential developers to move forward on projects. We are delighted to finally see signs a recovery and rebound in the new home building market, and UIG is very well positioned to capitalize on that growth opportunity.”
UIG’s current Bid Pipeline sits at $31M+ (2,800+ units) of which the Contracted Pipeline currently sits at $9.5M (800+ units). Urban defines Bid Pipeline as all tenders or RFP’s that Urban has been invited to bid on and for which the Company has submitted a bid. Contracted Pipeline is defined as the subset of the Bid Pipeline that has been confirmed as awarded by the customer to Urban.
Bill Mitoulas
Investor Relations
T: +1.416.479.9547
E: bill@urbaninfrastructuregroup.com
CAUTIONARY NOTES
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain acts, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Some of these risks are described under the “Caution on Forward-Looking Information” section and “Risk Factors” section of the MD&A. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information 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 information. Actual results and developments may differ materially from those contemplated by these statements. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
The Company has broken ground on its newest residential development project located in Pickering, Ontario, where it will begin foundation concrete pouring (basement, garages and porches) and sewer utility pipe service installation on approximately 162 new residential units. Additionally, Urban reports it has also started work on a second new large-scale, multi-phase, multi-year residential development in Oakville, Ontario totalling 242 new units.
UIG has completed 500+ new unit builds in Fiscal 2024. Its current Bid Pipeline sits at $31M+ (2,800+ units) and the Contracted Pipeline currently sits at $8M (650+ units). Urban defines Bid Pipeline as all tenders or RFP’s that Urban has been invited to bid on and for which the Company has submitted a bid. Contracted Pipeline is defined as the subset of the Bid Pipeline that has been confirmed as awarded by the customer to Urban.
Ungad Chadda, CEO of UIG stated, “Canada’s spring housing market missed the memo in 2024, as new residential housing starts continued its sluggish pace. After a summer of subdued developer new project starts, UIG is seeing activity picking up. Forecasts of ‘supersized’ Bank of Canada rate cuts by year end should stimulate developers to move forward with their development projects and UIG remains well positioned to capitalize as the market improves.”
About Urban Infrastructure Group
Urban Infrastructure Group Inc. (TSXV: UIG) is a leading concrete and drainage infrastructure construction group engaged in the earliest stage of the construction process – known as Stage One. Urban Infrastructure Group specializes in large-scale, master-planned residential communities, with partners and customers behind some of Ontario’s most significant residential development projects.
Connect with UIG: https://urbaninfrastructuregroup.com/
Contact:
Bill Mitoulas
Investor Relations
T: +1.416.479.9547
E: bill@urbaninfrastructuregroup.com
CAUTIONARY NOTES
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain acts, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Some of these risks are described under the “Caution on Forward-Looking Information” section and “Risk Factors” section of the MD&A. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information 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 information. Actual results and developments may differ materially from those contemplated by these statements. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
BRAMPTON, ON, August 28, 2024 – Urban Infrastructure Group Inc. (TSXV: UIG), a leading stage-one concrete and
Ungad Chadda, CEO of UIG stated, “As we communicated at the end of May, the very well publicized halt in the low rise residential new home construction market has continued to prevail as at June 30th, 2024. ‘Per Global News reports on the CMHC figures, the number of housing starts in the first half of 2024 has lagged behind the previous year, while June saw a 44-per cent drop year-on-year.’ As a direct result of this industry-wide slowdown, Urban’s Q3 results commensurately reflect this inability for developers in Ontario to get shovels-in-the-ground during the quarter.”
On a much more bullish note, the leading indicators of a return to work has been very evident at Urban. More specifically, Urban’s unaudited July revenues have come in virtually as high as the revenues booked in all of Q3. In addition, the current Bid Pipeline sits at $17M+ and the Contracted Pipeline currently sits at $6M. Urban defines Bid Pipeline as all tenders or RFP’s that Urban has been invited to bid on and for which the Company has submitted a bid. Contracted Pipeline is defined as the subset of the Bid Pipeline that has been confirmed as awarded by the customer to Urban.
Urban is weathering the storm and is well positioned, with its skilled labour force, commitment to excellence and impeccable track record and brand, to capitalize on the recovery that appears to already be under way. An anticipated 3rd interest rate cut in September will act as a further catalyst for the recovery leg in this cycle.
Management Commentary on the First Nine Months of Fiscal 2024:
The Company recorded net loss of $2,213,949 ($0.06 per share) for the nine-month period ended June 30, 2024 as compared to net income of $1,353,606 ($6,768 per share) for the nine-month period ended June 30, 2023. The decrease in net income is the result of decreased revenue in the three quarters of 2024. The cost of sales for the nine-month period ended June 30, 2024, were $3,201,889 compared to $7,142,155 for the nine-month period ended June 30, 2023. The decrease in revenues was a result of an industry-wide, well-documented slowdown in the residential building market. Notable expense items are referenced below:
Listing fees $1,552,153 (nine months 2023 – $Nil). This expense item reflects the non-cash cost of the RTO Transaction with DP, which provided the Company with its TSX-V listing in March 2024.
Professional fees $489,870 (nine months 2023 – $131,475). Professional fees in 2024 increased significantly versus 2023, also reflecting the cost of the RTO Transaction with DP, which provided the Company with its TSX-V listing in March 2024.
The Company is of the view, based on recently awarded contracts and jobs that have been commenced, that between September through January, Urban will not only execute on the already awarded $6M in contracts but also add to the pipeline figure of $17M+ and to the awarded contract subset.
Three and Nine Months Ended June 30, 2024 Financial Highlights:
The Company’s key financial results for the three and six months ended June 30, 2024, are as follows:
Access to Materials
Urban has filed its Q3/24 unaudited interim financial statements and MD&A with Canadian securities regulators. This press release should be read together with our Q3/24 unaudited interim financial statements and MD&A. These documents may be accessed through www.sedarplus.ca
About Urban Infrastructure Group
Urban Infrastructure Group Inc. (TSXV: UIG) is a leading concrete and drainage infrastructure construction group engaged in the earliest stage of the construction process – known as Stage One. Urban Infrastructure Group specializes in large-scale, master-planned residential communities, with partners and customers behind some of Ontario’s most significant residential development projects.
Connect with UIG: https://urbaninfrastructuregroup.com/
Contact:
Bill Mitoulas
Investor Relations
T: +1.416.479.9547
E: bill@urbaninfrastructuregroup.com
CAUTIONARY NOTES
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain acts, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Some of these risks are described under the “Caution on Forward-Looking Information” section and “Risk Factors” section of the MD&A. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information 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 information. Actual results and developments may differ materially from those contemplated by these statements. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
Signs of market improvement and increased engagement from residential developers heading into the summer building season; UIG well positioned to capitalize as low-rise residential market improves
TORONTO, ON, July 11, 2024 – Urban Infrastructure Group Inc. (TSXV: UIG), a leading stage-one concrete and drainage infrastructure construction group, specializing in large scale new residential housing developments, is pleased to provide an update on its recent corporate activities and operational initiatives.
“The Canadian housing market, and more specifically the Ontario residential new housing market continues to experience a slowdown, tied to developers delaying new builds in anticipation of further interest rate cuts. However, signs of market improvement and cautious optimism from residential developers going into the summer building season are visible. Our team at UIG is busy on multiple new project starts, while focusing on expanding our sales efforts with the hiring of two new commissioned sales representatives. In an effort to capture more market share and new contract wins, UIG is now partnering with a select number of complementary stage-one construction groups and jointly bidding on numerous larger projects under the UIG banner. Additionally, UIG’s M&A efforts remain a high priority, with discussions continuing with multiple acquisition candidates,” stated Ungad Chadda, CEO of UIG. “The market still faces challenges, but UIG is well positioned to capitalize as the market improves,” added Chadda.
Resumption of three contracts – Totaling 298 units in addition to a Newly Awarded Contract for 200 units:
Coming off scheduling delays due to market weakness and a fiscal second quarter which is a seasonally slow period due to the winter months, the Company announces that it has begun three new stage-one construction projects across the Greater Toronto Area (GTA) totalling approximately 298 units, with crews deployed on site in Mississauga, Markham and Milton. Additionally, on July 9, 2024, UIG was awarded a new contract for 200 units at the Joshua Creek development site in Oakville, Ontario. When added to the already completed in-year unit count of just over 300, UIG is confident that its crews will be near capacity for the balance of the year. UIG’s pipeline of projects continues to grow and is currently comprised of over 1,550 units for which bid applications have been submitted.
New partnerships and a bolstered salesforce:
UIG announces it is partnering with a small group of trusted stage-one construction service providers, thereby offering a broader complement of infrastructure services including excavation, low-rise forming (basement walls), concrete and drain and backfill. UIG has submitted detailed pricing on two projects where, as per its stated strategy, it is offering a one-stop-shop for developers. The reception to the turnkey, ‘up-to-the-foundation-wall’ offering has been unanimously well received and we are optimistic that UIG will soon secure these broader and larger mandates.
Additionally, UIG announces it has added two senior construction and real estate professionals to its strategic sales team. The objective is to continually be generating high quality developer leads to ensure that its existing, deep industry relationships are further being expanded and broadened. The team will also play a key role in developing UIG’s brand awareness within the marketplace.
Consolidation and expansion via M&A:
UIG has made it clear that M&A is an important growth driver for the business, and is currently very active in M&A discussions across the stage-one construction industry. Management continues to leverage its relationships with select stage-one niche construction businesses whose capabilities strategically complement UIG’s well-established concrete and drain business (such as low rise forming, electrical utilities, concrete supply). Many of these acquisition candidates are established, well run family-owned or owner-managed businesses lacking succession plans or liquidity options which make them potential new contributing members for UIG’s platform going forward.
Ontario Residential Construction Market Data – Working through the headwinds:
Ontario Concrete and Drain Association (OCDCA) reports calendar Q1 2024 activity:
As reflected in UIG’s previously disclosed results for the period ended March 31st, 2024, the OCDCA reports that low-rise activity was down 10.7% as compared to the same quarter last year. Further, the OCDCA report anticipates that the months of April, May, and June of 2024 will continue to fall short of 2023 levels for the same period.
Building Industry and Land Development Association (BILD) reports GTA new home sales (June 26, 2024):
Greater Toronto Area (GTA) new home sales remained slow in May, with monthly sales hitting lows not seen since the pandemic-impacted May 2020. Year-to-date sales from Jan-May 2024 are also sitting at a record-breaking low at 39 per cent below Jan-May 2009, the Building Industry and Land Development Association (BILD) announced. There were 936 new home sales in May, which was down 71 per cent from May 2023 and 71 per cent below the 10-year average, according to Altus Group, BILD’s official source for new home market intelligence. “New home sales across the GTA continued to languish in May under the weight of elevated prices and high interest rates,” said Edward Jegg, Research Manager with Altus Group. “Despite the rate drop earlier this month, additional relief will be required to coax prospective buyers back into the market.”
Bank of Canada interest rate cut:
The Bank of Canada finally lowered its overnight rate, a characteristically cautious reduction — 5% to 4.75% — but as the Bank’s first rate cut in over four years, it brings with it a certain sense of cloud-parting. With continued evidence of underlying inflation easing the BoC agreed that monetary policy no longer needs to be as restrictive and reduced the policy interest rate by 25 basis points. As interest rates begin to come off, and Canada enters into a credit loosening cycle, UIG management expects to see a pull forward of projects in its pipeline.
Long-term Ontario residential construction outlook:
While currently in a stage of cautious optimism, the Ontario construction industry promises to be strong in the coming years, with economic, demographic and macroeconomic tailwinds aligning to support UIG’s ambitious growth strategy. Signs of a cooling in inflation will enable the Bank of Canada to further ease monetary policy and lower interest rates, thereby jumpstarting Canadian residential developers to resume construction in new building projects.
About Urban Infrastructure Group
Urban Infrastructure Group Inc. (TSXV: UIG) is a leading concrete and drainage infrastructure construction group engaged in the earliest stage of the construction process – known as Stage One. Urban Infrastructure Group specializes in large-scale, master-planned residential communities, with partners and customers behind some of Ontario’s most significant residential development projects.
Connect with UIG: https://urbaninfrastructuregroup.com/
Contact:
Bill Mitoulas
Investor Relations
T: +1.416.479.9547
E: bill@urbaninfrastructuregroup.com
CAUTIONARY NOTES
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain acts, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Some of these risks are described under the “Caution on Forward-Looking Information” section and “Risk Factors” section of the MD&A. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information 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 information. Actual results and developments may differ materially from those contemplated by these statements. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
BRAMPTON, ON, May 30, 2024 – Urban Infrastructure Group Inc. (TSXV: UIG), a leading stage-one concrete and
Ungad Chadda, CEO of UIG stated, “Urban continues to execute on its strategy and day-to-day business, however we have not been immune to the slow down in new housing builds that has prevailed over the last number of months. The slowdown has impacted our contracted project delivery schedule in the form of project delays. While we cannot predict the length of these delays with certainty, our view is that the long term structural shortage of housing in Ontario and other parts of Canada will remain a critical issue. Notwithstanding the well understood cyclical nature of the housing industry, Urban is committed to its ambitious, long term growth strategy which leverages the promising future of the Canadian construction industry with its many demographic and macroeconomic tailwinds. Notably, the current slowdown has had a positive impact on our M&A initiatives with the effect of accelerating and expanding the number of active M&A discussions with our stage-one construction industry targets.”
Management Commentary on the First Six Months of Fiscal 2024:
UIG’s fiscal second quarter is a seasonally slow period due to the winter months. In this fiscal year that slowdown was exacerbated by an industry-wide, well documented slow-down in the residential new home building market. As a result of the delays, UIG’s revenue for the quarter was significantly lower than the prior year comparative period. UIG continues to have a very strong pipeline of contracted jobs, and while it is unclear as to where the industry inflection point will be, based on our day to day discussions with our customers we are cautiously optimistic that conditions will improve going into the summer construction period. The June 5th Bank of Canada meeting will be a very important data point for our industry and for Urban.
In the first six months of fiscal 2024, UIG incurred substantial expenses in readying for its going public process and executing on the listing on TSXV. The largest single expense was Listing Expense, reflecting a non-cash cost of approximately $1.5M which represents the expense incurred by Urban Utilities Inc. as the in-substance purchaser of Deal Pro Capital Corp. The Listing Expense was the single largest (one time) contributor to UIG’s loss in the interim period, with other one-time cash expenses incurred as part of the RTO, capital raise and listing. These additional expenses included legal fees for corporate, and securities work for both entities (Urban Utilities and Deal Pro). Accounting and auditing costs for both entities including three years of audited annual Financial Statements for Urban Utilities and significant costs to convert Urban Utilities’ internal controls over financial reporting to IFRS standards.
The net result was a loss for the period due to lower revenues and higher costs. UIG management’s view is that these drivers are temporal on the revenue side and mostly one-time in nature on the cost side. Management continues to focus on the quality and timeliness of the concrete and drainage systems that it is installing for its customers while pursuing new business organically as well as within our M&A strategy. In parallel, if the coming quarters evidence a cooling in inflation and the Bank of Canada lowers interest rates, UIG is well positioned to capitalize on any lift experienced in the sector.
Three and Six Months Ended March 31, 2024 Financial Highlights:
The Company’s key financial results for the three and six months ended March 31, 2024, are as follows:
Options granted to Board, Management and Employees:
UIG has awarded 7,972,267 incentive stock options on the Company’s common shares to directors, management, employee in accordance with the terms of the Company’s incentive Stock Option Plan. The exercise price for the options is C$0.18 per share and the grant of these options was approved by the Board of Directors on May 29th, 2024. The options will vest as to ½ at the date that is 18 months from the grant date and the remaining ½ will vest on the date that is 36 months from grant date. The options are valid for a 5-year period from the date of grant and are subject to TSX Venture Exchange approval.
Options granted under Investor Relations Engagement:
The Company is also pleased to announce the engagement of Venture North Capital Inc. (“Venture North”) to provide investor relations and shareholder communications services. Venture North is a full-service capital markets consulting firm, headquartered in Toronto, Canada, and has experience executing strategic investor relations outreach campaigns on behalf of TSX and TSX-V listed growth companies.
The Company and Venture North have entered into a consulting agreement for an initial term of twelve months, after which it will continue on a monthly basis until terminated by either party. In consideration for its services, the Company will pay Venture North CAD $7,900 per month and grant 980,000 stock options, pursuant to the terms of the Company’s stock option plan, each exercisable at $0.17 per share and vesting quarterly in accordance with the policies of the TSX-V. This engagement is subject to TSX-V approval.
Investor Relations
+1.416.479.9547
bill@urbaninfrastructuregroup.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain acts, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Some of these risks are described under the “Caution on Forward-Looking Information” section and “Risk Factors” section of the MD&A. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information 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 information. Actual results and developments may differ materially from those contemplated by these statements. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
BRAMPTON, ONTARIO / ACCESSWIRE / April 24, 2024 / Urban Infrastructure Group Inc. (TSX-V: UIG), a leading stage-one concrete and drainage infrastructure construction group, specializing in large-scale new residential housing developments, today announced that it will be presenting at the Planet MicroCap Showcase: VEGAS 2024 on Wednesday, May 1, 2024 at 12:30 PM (Local Time – PST). Ungad Chadda (CEO of Urban) and Gary Alves (COO and Founder of Urban) will be hosting the presentation and answering questions at the conclusion.
UIG is a new listing, having completed a Qualifying Transaction on March 22, 2024. This presentation promises to provide a deeper understanding of the Canadian residential construction landscape, showcase Urban’s track record of revenue growth and profitability (with no debt and minimal CAPEX requirements) and outline the many organic and acquisitive growth opportunities in 2024 and beyond.
To access the live presentation, please use the following information:
Planet MicroCap Showcase: VEGAS 2024
Date: Wednesday, May 1, 2024
Time: 3:30PM Eastern Time (12:30PM Pacific Time)
If you would like to book 1×1 investor meetings with Urban Infrastructure Group, and to attend the Planet MicroCap Showcase: VEGAS 2024, please make sure you are registered here:
https://planetmicrocapshowcase.com/signup
1×1 meetings will be scheduled and conducted in person at the conference venue: Paris Hotel & Casino in Las Vegas, NV
The Planet MicroCap Showcase: VEGAS 2024 website is available here: https://planetmicrocapshowcase.com/
If you can’t make the live presentation, all company presentations “webcasts” will be available directly on the conference event platform on this link under the tab “Agenda”:
https://planetmicrocapshowcase.com/agenda
News Compliments of Accesswire
About Planet MicroCap
Planet MicroCap is a global multimedia financial news, publishing and events company focused on news dissemination, providing information, data and analytics for the MicroCap investing community. We have cultivated an active and engaged audience of folks that are interested in learning about and to stay ahead of the curve in the MicroCap space.
If you would like to attend the Planet MicroCap Showcase, please register here: https://planetmicrocapshowcase.com/signup
About Urban Infrastructure Group Inc.
Urban Infrastructure Group Inc. (TSXV: UIG) is a leading concrete and drainage infrastructure construction group engaged in the earliest stage of the construction process – known as Stage One. Urban Infrastructure Group specializes in large-scale, master-planned residential communities, with partners and customers behind some of Ontario’s most significant residential development projects.
Connect with UIG: https://urbaninfrastructuregroup.com/
Contact:
Bill Mitoulas
Urban Infrastructure Group Inc.
Investor Relations
T: +1.416.479.9547
E: bill@urbaninfrastructuregroup.com
BRAMPTON, ON, April 16, 2024 – Urban Infrastructure Group Inc. (TSXV: UIG), a leading stage-one concrete and drainage infrastructure construction group, specializing in large-scale new residential housing developments, is pleased to invite investors and other interested parties to attend an upcoming interview with Radius Research.
UIG is a new listing, having completed a Qualifying Transaction on March 22, 2024.
This webinar promises to provide a deeper understanding of the Canadian residential construction landscape. Ungad Chadda, CEO of UIG, and Martin Gagel of Radius will discuss Urban’s track record of revenue growth and profitability (with no debt and minimal CAPEX requirements) and outline the many organic and acquisitive growth opportunities in 2024 and beyond.
Why Watch:
Canada faces a severe housing shortage given its growing population, including strong immigration (500k annually starting in 2025) and a shortage of skilled construction workers. The Federal government recently announced its plan to build 3.87 million new affordable housing units by 2031 and inject billions of dollars to stimulate new housing construction. The Canadian construction industry promises to be strong in the coming years, with economic, demographic and macroeconomic tailwinds aligning to support UIG’s ambitious growth strategy.
The webinar will be a live, interactive online event where attendees are invited to ask the Company questions in real-time following the interview. An archived webcast will be made available for those who cannot join the event live on the day of the webinar.
Event: Radius Research Pitch, Deep Dive and Q&A with Urban Infrastructure Group Inc.
Presentation Date & Time: Thursday, April 18 at 1:00 PM ET / 10:00 AM PT
Webcast Registration Link: CLICK HERE TO REGISTER FOR THE EVENT
Or Use Browser Link:
https://us02web.zoom.us/webinar/register/4117127874551/WN_Iw5GbGmyTFG2Lx-Q4k8nHg#/registration
If investors, or interested parties in attendance are interested in booking a 1-on-1 meeting with the UIG team, please reach out to IR@urbaninfrastructuregroup.com or bill@urbaninfrastructuregroup.com
About Market Radius Research
Market Radius Research provides individual investors access to in-depth CEO and management interviews with deep-dive, institutional level discussion and Q&A. Market Radius’ host Martin Gagel is a former top-ranked sell-side technology and special situations analyst.
About Urban Infrastructure Group
Urban Infrastructure Group Inc. (TSXV: UIG) is a leading concrete and drainage infrastructure construction group engaged in the earliest stage of the construction process – known as Stage One. Urban Infrastructure Group specializes in large-scale, master-planned residential communities, with partners and customers behind some of Ontario’s most significant residential development projects. Connect with UIG: https://urbaninfrastructuregroup.com/
Contact:
Bill Mitoulas
Investor Relations
E: bill@urbaninfrastructuregroup.com
Neither the TSXV nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
Highlights:
Urban completes private placement (the “Concurrent Financing”) for aggregate gross proceeds of $1,342,200.10.
Name changed to Urban Infrastructure Group Inc.
New board of directors and officer changes announced.
Ticker symbol changed to “UIG” on the TSXV.
To commence trading on the TSXV under the symbol “UIG” at the opening of the markets on Tuesday March 26, 2024.
“With a proven track record of building foundational infrastructure for over 1,000 new homes in Ontario, Urban is positioned at the forefront of meeting the province’s critical housing and infrastructure needs. Our focus on scale, quality, and reliability in Phase One construction aligns perfectly with several key factors shaping Ontario’s future. These include housing supply, increasing immigration, skilled labor shortages, interest rates, and provincial and federal government programs,” stated Ungad Chadda, Chief Executive Officer of the Company.
In connection with the closing of the Qualifying Transaction (the “Closing”):
Urban completed a private placement (the “Concurrent Financing”) for aggregate gross proceeds of $1,342,200.10.
The Company changed its name to Urban Infrastructure Group Inc.
The Company changed its ticker symbol to “UIG” on the TSXV.
The Company implemented certain director and officer changes, as discussed below and as further described in the filing statement dated February 14, 2024 (the “Filing Statement”) filed on Sedar+ (www.sedarplus.ca).
Immediately prior to the Closing, Urban completed its previously announced Concurrent Financing, pursuant to which it sold an aggregate of: (i) 8,947,995 units (each, an “Unit”) at a price of $0.15 per Unit for aggregate gross proceeds of $1,342,200.10. Each Unit was comprised of one Class A Common share in the capital of Urban (each, a “Urban Common Share”) and one-half of one warrant (each whole warrant, a “Urban Warrant”), with each Urban Warrant exercisable into one Urban Common Share, at a price of $0.25 per Urban Common Share, at any time until March 18, 2026. The proceeds of the Concurrent Financing will be used primarily to for general working capital purposes.
Pursuant to the Concurrent Financing, Urban paid three arm’s length parties (collectively, the “Finders”) an aggregate cash commission of $50,240 and issued to the Finders an aggregate of 269,866 non-transferable finder warrants (the “Urban Finder Warrants”), with each Urban Finder Warrant exercisable into one Urban Unit (each a “Urban Compensation Unit”) at a price of $0.15 per Urban Compensation Unit, at any time until March 18, 2026. Each Urban Compensation Unit was to be comprised of one Urban Common Share and one-half of one common share purchase warrant (each a “Compensation Unit Warrant”). Each whole Compensation Unit Warrant was to entitle the holder thereof to purchase one Urban Common Share at a price of $0.25 per Urban Common Share, at any time until March 18, 2026.
In connection with the Transaction, the Company issued:
83,000,000 common shares (“Resulting Issuer Shares”), to holders of Urban Common Shares,
4,473,998 share purchase warrants (“Resulting Issuer Warrants”) to holders of Urban Warrants, to purchase 4,473,998 Resulting Issuer Shares, at a price of $0.25, per Resulting Issuer Share, at any time until March 18, 2026; and
269,866 non-transferable warrants (“Resulting Issuer Finders Warrants”) to holders of Urban Finders Warrants, to purchase 269,866 units (“Resulting Issuer Units”), at a price of $0.15 per Resulting Issuer Unit, at any time until March 18, 2026, with each Resulting Issuer Unit to be comprised of one Resulting Issuer Share and one-half of a Resulting Issuer Warrant.
In addition, an aggregate of 17,000,000 Class B Shares in the capital of SubCo (“Subco Shares”) were also issued to holders of Class B Shares of Urban in connection with the Transaction. These Subco Shares were issued in order for the Resulting Issuer to meet TSXV’s initial listing requirement as to the percentage of Resulting Issuer Shares required to be held by public shareholders (the “Public Distribution Requirement”). The Resulting Issuer has entered into an agreement with each holder of Subco Shares, wherein each holder of Subco Shares has irrevocably agreed to exchange their Subco Shares for Resulting Issuer Shares, on a one for one basis (the “Mandatory Exchange”). The Mandatory Exchange will automatically occur at such time when doing so will not result in the Resulting Issuer failing to satisfy Public Distribution Requirement. The Resulting Issuer Shares issuable upon the exchange of the Subco Shares, will be subject to a TSXV Form 5D Value Escrow Agreement (the “Escrow Agreement”). The Resulting Issuer also paid a finders’ fee to certain arm’s length parties of $653,688, which was satisfied through the issuance of an aggregate 4,357,920 Resulting Issuer Shares, at a deemed price of $0.15 per Share.
On closing of the Transaction, the issued capital of the Resulting Issuer will be comprised of, an aggregate of 104,512,916 Resulting Issuer Shares, 820,700 previously issued stock options and 269,866 Replacement Finder Warrants. A total of 83,000,000 Resulting Issuer Shares and 17,000,000 Subco Shares will be held for up to 36 months from the date of issuance of the Final Exchange Bulletin by the TSXV (the “Final Bulletin”), pursuant to the Escrow Agreement. In addition, an aggregate of 5,700,001 Resulting Issuer Shares will be held for up to 18 months from the date of issuance of the Final Bulletin by the TSXV (the “Final Bulletin”), pursuant to a Form 2F – CPC Escrow Agreement. The Resulting Issuer’s new CUSIP number is 917031106 and its new ISIN number is CA9170311067.
For further information, please refer to the Resulting Issuer’s Filing Statement profile on SEDAR+ at www.sedarplus.ca, the regarding the Qualifying Transaction. Trading of the Resulting Issuer Shares will remain halted in connection with the dissemination of this press release and will recommence at such time as the Exchange may determine, having regard to the completion of certain requirements pursuant to Exchange Policy 2.4.
The directors of the Resulting Issuer are Gary Alves, Ungad Chadda, Harold Wolkin, Magaly Bianchini, Nicholas Thadaney, Mark Di Cristofaro and Jennifer Labrecque. These directors shall hold office until the first annual general meeting of the shareholders of the Resulting Issuer following closing, or until their successors are duly appointed or elected. The officers of the Resulting Issuer are Gary Alves, Chief Operating Officer; Ungad Chadda, Chief Executive Officer and John Ross, Chief Financial Officer
Final acceptance of the Qualifying Transaction will occur upon the issuance of the Final Bulletin. Subject to final acceptance by the TSXV, the Resulting Issuer will be classified as a Tier 2 Industrial Issuer pursuant to TSXV policies. The Resulting Issuer Shares are expected to commence trading on the TSXV under the symbol “UIG” at the opening of the markets on March 26, 2024.
Chief Executive Officer and Director
ungad@urbaninfrastructuregroup.com
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 Qualifying Transaction is subject to a number of conditions including, but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder and Exchange approval is obtained. There can be no assurance that the Qualifying 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 Qualifying Transaction, any information released or received with respect to the Qualifying 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 review by 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.
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 Qualifying Transaction, the completion of the transactions contemplated in the Filing Statement and the anticipated timing thereof, completion of the Qualifying Transaction. 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 new information, 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.
Toronto, Ontario–(Newsfile Corp. – February 14, 2024) – Deal Pro Capital Corporation (TSXV: DPCC.P) (the “Company”) is pleased to announce that, further to its press releases dated November 1, 2023, January 15, 2024 and February 12, 2024, it has filed a filing statement for its previously announced qualifying transaction (the “Qualifying Transaction”) that is dated effective February 14, 2024 (the “Filing Statement”) with the TSX Venture Exchange (the “Exchange”) and on the Company’s SEDAR+ profile at www.sedarplus.ca. Additional information in respect of the Qualifying Transaction and the Company can be found in the Filing Statement.
The Qualifying Transaction remains subject to the final approval of the Exchange and satisfaction of closing conditions customary for transactions of this nature. Assuming all conditions are satisfied, closing of the Qualifying Transaction is expected to occur on or about March 31, 2024, or such other date as may be determined. The Company, upon and subject to completion of the Qualifying Transaction (the “Resulting Issuer”), will continue under the name “Urban Infrastructure Group Inc.” and trade through the facilities of the Exchange under the symbol “UIG”. Final acceptance of the Qualifying Transaction will occur upon the issuance of a final exchange bulletin which will disclose the proposed date on which the Resulting Issuer’s common shares will resume trading. Until such time, in accordance with the policies of the Exchange, the Company’s common shares are currently halted from trading and will remain so until such time as required by Exchange policies.
Further details of the Qualifying Transaction will follow in future news releases and will disclose, among other things:
the tier the Resulting Issuer’s common shares will be listed for trading;
the exact number of Resulting Issuer common shares issued to the shareholders of Urban Utilities Contractors Inc. (“Urban”) and the subscribers of the concurrent financing (please refer to the Company’s press release of February 12, 2024); and
the exact number of ClassB shares to be issued by the Company’s subsidiary to the Urban shareholders (please refer to the Company’s press release of February 12, 2024).
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 Qualifying Transaction is subject to a number of conditions including, but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder and Exchange approval is obtained. There can be no assurance that the Qualifying 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 Qualifying Transaction, any information released or received with respect to the Qualifying 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 harold.wolkin@sympatico.ca. 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 Qualifying Transaction, the completion of the transactions contemplated in the Filing Statement and the anticipated timing thereof, completion of the Qualifying Transaction. 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.
To view the source version of this press release, please visit
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:
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 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:
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 harold.wolkin@sympatico.ca. 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.
To view the source version of this press release, please visit
November 1, 2023 Toronto, Ontario – Deal Pro Capital Corporation (the “Company”) (TSXV: DPCC.P) is pleased to announce that it has entered into a binding letter of intent (the “LOI”) on October 30, 2023, with Urban Utilities Contractors Inc. (“Urban”), an arm’s length party, pursuant to which the Company intends to acquire (the “Acquisition”) all of the issued and outstanding securities of Urban by way of share exchange or other acceptable means, subject to regulatory approval including that of the TSX Venture Exchange (the “Exchange”). The Acquisition is expected to constitute the Company’s qualifying transaction under the policies of the Exchange. Upon completion of the Acquisition, subject to all requisite approvals, it is anticipated that the Resulting Issuer (as defined herein) will be a Tier 1 – Industrial issuer.
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
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.
Selected Financial Information
The following table sets out historical financial information of Urban, in each case, for the periods ended and as of the dates indicated. The selected financial information of Urban has been derived from the unaudited financial statements of Urban for the year-ended September 30, 2022 and 2021:
As Urban is a private company, it has not prepared any historical interim statements.
The Acquisition
It is anticipated that the parties will complete the Acquisition by way of a share exchange agreement, pursuant to which the Company will acquire all of the issued and outstanding securities in the capital of Urban resulting in Urban becoming a wholly-owned subsidiary of the Company (the “Resulting Issuer”) on closing. The final structure and form of the Acquisition remains subject to satisfactory tax, corporate and securities law advice for both Urban and the Company and will be set forth in a definitive agreement (the “Definitive Agreement”) to be entered into among the parties, which will replace the LOI. Upon completion of the Acquisition, the Resulting Issuer will continue to carry on the business of Urban as currently constituted. It is not anticipated that the Company will affect a consolidation of its issued and outstanding securities as a condition of completing the Acquisition.
Pursuant to the terms of the LOI, the Company intends to acquire all of the issued and outstanding shares of Urban for an aggregate purchase price of approximately $15 million (the “Purchase Price”). The Purchase Price will be satisfied through the issuance of an aggregate of 100 million common shares (the “Consideration Shares”) in the capital of the Company at a price of $0.15 per Consideration Share.
Closing of the Acquisition is subject to a number of conditions including but not limited to satisfactory due diligence investigations, the negotiation and execution of the Definitive Agreement, receipt of all required shareholder, if required, regulatory and third-party approvals and consents, including that of the Exchange and satisfaction of other customary closing conditions. The Acquisition cannot close until the required approvals are obtained. There can be no assurance that the Acquisition will be completed as proposed or at all.
Subject to the approval of the Exchange, upon closing of the Acquisition, the Resulting Issuer shall pay a finder’s fee by way of issuing 4,800,000 common shares to Guildhall Investment Corporation Limited, an arms length party to both Urban and the Company.
Resulting Issuer
In connection with the Acquisition, it is anticipated that the Company will, among other things: (i) change its name to “Urban Infrastructure Group Inc.” or any other such name that is acceptable to Urban; (ii) reconstitute the existing directors and officers of the Company with nominees mutually agreed upon by the parties; (iii) enter into employment, consulting or other agreements with key members of the Urban team and management; (iv) enter into such escrow or pooling agreements as required by the Exchange or as agreed by the parties.
Upon completion of the Acquisition it is proposed that the board of directors and management of the Resulting Issuer will consist of the following individuals:
Gary Alves, Director & Chief Operating Officer – Mr. Alves is currently, and has been since 2014, the founder, majority shareholder and President of Urban, a private Ontario company. Urban is a construction company with its focus on the concrete and drain segment of new low-rise construction. Prior to founding Urban, Mr. Alves was a consultant, operating under the business name GDA Construction Safety Consultant, providing safety related services, such as audits, safety plans, to various construction companies. Mr. Alves also served as an Occupational Health and Safety Instructor for LiUNA Local 183, a health and safety manager for a construction company and held various positions in the construction industry.
Mr. Alves brings over 26 years of experience and knowledge of the concrete and drain industry as well as the health and safety aspects and policies applicable to such industry. Through his many years in the construction industry, Mr. Alves developed strong ties and relationships with various other companies (both in the low rise and general construction segments) as well as with major home builders in the GTA.
Ungad Chadda, Director & Chief Executive Officer – Mr. Chadda is an experienced capital markets regulator and financial services executive having previously worked at TMX Group, the parent company of Toronto Stock Exchange. Mr. Chadda was responsible for building and maintaining the TMX Group investor base as well as supporting its public interest mandate and strategies to grow as a company. Mr. Chadda joined TMX Group through one of its predecessor entities in 1997. During his tenure, Mr. Chadda held progressively senior roles, including Director of Listings, TSX Venture Exchange; Chief Operating Officer, TSX Venture Exchange; Vice President, Business Development, Toronto Stock Exchange and TSX Venture Exchange; President, Toronto Stock Exchange; CFO of TSX Trust (formerly Equity Transfer and Trust) an OSFI regulated entity; and SVP, Head of Enterprise Corporate Strategy and External Affairs, TMX Group. Ungad currently advises clients on capital markets, regulatory and governance strategies.
Mr. Chadda attended McMaster University, where he received an Honours Bachelor of Commerce in 1994 and he received his Chartered Accountancy designation while working with Ernst and Young LLP in 1996. Mr. Chadda has served on multiple boards, and has completed University of Toronto’s Rotman Business School Director Education Program
Harold Wolkin, Director – Mr. Wolkin is an accomplished investment banker and financial analyst (retired) with over 30 years of experience. In 1983, Mr. Wolkin joined BMO Nesbitt Burns as a senior research analyst. He went on to serve as managing director in the Diversified Industries Group of BMO Capital Markets from August 1983 to January 2008. He represented BMO Nesbitt Burns as a lead underwriter for a number of Canada’s largest equity offerings from 1992 to 2008. He was also responsible for the origination and the successful marketing of a large number of initial public offerings and equity financings for a wide range of issuers.
Most recently, Mr. Wolkin served as Executive Vice-President and Head of Investment Banking for Dundee Capital Markets. Since 2004, he has also served on a number of public company and not-for-profit organizations. He currently\ serves as: (i) a director, audit committee chair and Vice Chair of the Board of Baylin Technologies Inc. (TSX: BYL), (ii) Lead Independent director and audit committee chair of Cipher Pharmaceuticals Inc. (TSX:CPH), (iii) a director of EnviroGold Global Limited (formerly Range Energy Resources Inc.) (CSE: RGO.X), and (iv) a director of BYND Cannasoft Enterprises Inc. (CSE:BYND). He was also the president of the CFA Society Toronto, a member of the Chartered Financial Institute since 1980 and is a certified chartered financial analyst. He received a Bachelor of Arts in Economics from York University and a Masters of Arts in Economics and Finance from the University of Toronto. Mr. Wolkin is also a graduate and a member of the Institute of Corporate Directors
Magaly Bianchini, Director – Ms. Bianchini is an experienced public company director, with extensive experience in real estate development, construction and renewable energy projects. She has been involved in the real estate development and construction industry since 1980, when, she became involved in her family’s concrete forming and crane rental company, The Leader Group, which was involved in several hundred million )dollars’ worth of construction. The Leader Group did the structural formwork for many of the prominent Toronto landmarks including many of the downtown bank and office towers, hotels, hospitals and condominiums. Ms. Bianchini also served as President of Leader Capital Corp. (“Leader”), a
publicly traded company, from 1998 until its privatization in 2009. Leader was focused on the development of land in Ontario and Quebec, and later in the development of a 200-megawatt wind farm near Kincardine, Ontario, which was sold to Enbridge Inc. in 2005, as well as other wind farms.
She has been involved in the development and construction of several condominium projects in Toronto, as well as the development of approximately 250 residential lots in Ontario and British Columbia. Ms. Bianchini has been on the advisory board of a retirement home company for over 30 years.
Nicholas Thadaney, Director – Mr. Thadaney is a finance, technology and capital markets senior executive with over 25 years experience. He founded Partners Capital Corp. and previously served as Head of the Toronto Stock Exchange in the role of President & CEO, Global Equity Capital Markets, TMX Group and prior to that as CEO of ITG Canada Corp (now Virtu Financial). Before his tenure at ITG, Mr. Thadaney was Vice-President, Business Development (Equities) at C.T. Securities Inc.(Canada Trust), which was later acquired by T.D. Securities Inc. (TD Bank) in 1999.
Mr. Thadaney also currently serves as a senior advisor to a number of firms and a director on several boards. Mr. Thadaney has also been a board and committee member of a number of prominent businesses, industry associations, and registered charities, including: Bermuda Stock Exchange; CanDeal; Investment Industry Regulatory Organization of Canada (IIROC); Investment Industry Association of Canada; JA (Junior Achievement) Canada; Mount Sinai Hospital Asset Management Industry Hold’em for Life Charity (Co-Chair); Toronto Financial Services Alliance (now Toronto Finance International); Young Presidents Organization (Ontario Chapter); and the World Federation of Exchanges SME Advisory Board.
Mark Di Cristofaro, Director – Mr. Di Cristofaro is a corporate finance executive who assist companies in various situations such as mergers and acquisitions, financings and going public. As a former investment banker with non bank owned firms, he was instrumental in numerous financings as well as merger and acquisition work and divesture mandates. Having been part of financings for companies, he understands the various unique situations companies can find themselves in. Not focused on any one industry, Mr. Di Cristofaro has been part of mandates with consumer goods companies, infrastructure, mining and real estate.
Jennifer Rebecca Labrecque, Director – Mrs. Labrecque is a corporate, commercial and real estate lawyer. She attended the University of Ottawa and obtained her LL.L , LL.B in 2003 and was called to the Ontario Bar in 2004. Prior to founding Jennifer Labrecque Professional Corporation, she was a partner with Keyser Mason Ball, LLP from 2018 to 2021. Prior to that Mrs. Labrecque held several positions, the last being Vice President and General Counsel, with CanACRE Ltd., a private company focused on providing specialized consulting services that support the successful development of large- scale infrastructure projects across Canada and the United States. Mrs. Labrecque was also an associate with WeirFoulds LLP and Legal Counsel for International Clothiers Inc. / Fair Weather Inc.
Aside from her legal work, Mrs. Labrecque is also member of the board of directors for the Paralympic Foundation of Canada and a volunteer with the Mississauga Food Bank.
John Ross, Chief Financial Officer – Mr. Ross is a senior financial management professional with more than 30 years of private and public company experience. He is currently the part-time Chief Financial Officer of Green Shift Commodities Ltd., a TSXV listed issuer and Mydecine Innovations Group Inc., a CSE listed issuer. Mr. Ross also served as interim Chief Executive Officer and Chief Financial Officer of Hempco Food and Fiber Inc., a TSXV listed issuer, which was acquired by Aurora Cannabis Inc. in August 2019. He was also the part-time Chief Financial Officer of AMPD Ventures Inc., a CSE listed issuer.
Mr. Ross was also Chief Financial Officer of FNX Mining Company, a TSX listed issuer, during the period when the market capitalization grew from $140 million to $575 million and of IAMGOLD, a TSX listed issuer, when the market capitalization grew from $275 million to $800 million.
Financing
In connection with the Acquisition, the parties intend to complete a financing (the “Financing”) of securities of Urban for gross proceeds of up to $5 million, to be priced in the context of the market at a mutually agreeable price per security. The Financing shall be structured as either a common share offering, a subscription receipt offering, or such other security offering as determined by Urban and the Company based on discussions with investors. Other than in connection with the Financing, neither party will issue any shares or rights exchangeable or exercisable into shares of such party prior to closing of the Acquisition.
The proceeds of the Financing will be used for the working capital requirements of the Resulting Issuer.
Further particulars regarding the Financing will be disclosed in subsequent news releases relating to the Acquisition. The parties acknowledge that an agent may be engaged (the “Agent”) to act as agent on a “commercially reasonable efforts” basis for the Financing and in connection therewith may be paid a commission in an amount to be determined. The Financing is not a condition to the completion of the Acquisition.
Loan
Subject to Exchange approval, the Company has agreed to advance a loan to Urban in an aggregate principal amount equal to $75,000 (the “Loan”). The Loan shall have an annual interest rate of 0% and shall be evidenced by way of a secured promissory note (the “Promissory Note”). The Loan shall mature and all principal and other amounts owing or outstanding under the Loan will be due and payable on the earlier of: (i) the closing of the Acquisition; (ii) December 31, 2024; (iii) the termination of the Acquisition; and (iv) the occurrence of a default or event of default (or equivalent concept) as set out in the Loan documents.
$50,000 of the principal amount of the Loan (plus all fees, expenses and other amounts payable pursuant to the Loan and the Promissory Note) shall be secured by way of general security agreement and registration pursuant to the Personal Property Security Act against Urban with respect to the universality of all of its movable (personal) property, present and future, corporeal and incorporeal, of whatever nature or wherever situated.
Funds from the loan transaction are intended to allow Urban to pay for all its audit, legal and any other expenses associated with the completion of the Acquisition.
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 Acquisition.
Filing Statement
In connection with the Acquisition and pursuant to the requirements of the Exchange, the Company will file a filing statement or a management information circular on its issuer profile on SEDAR+ (www.sedarplus.ca), which will contain details regarding the Acquisition, Urban, the Financing, and the Resulting Issuer.
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 anticipates requesting a waiver from Sponsorship requirements. However, there is no assurance that a waiver from this requirement can or will be obtained.
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 Acquisition is subject to a number of conditions including, but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the Acquisition cannot close until the required shareholder and Exchange approval is obtained. There can be no assurance that the Acquisition 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 Acquisition, any information released or received with respect to the Acquisition 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 review by 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 harold.wolkin@sympatico.ca. 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 Acquisition, the completion of the transactions contemplated by the LOI, the anticipated timing thereof, completion of the Financing and 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 new information, 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.
