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.
Toronto, Canada – March 22, 2024 – Urban Infrastructure Group Inc. (formerly, Deal Pro Capital Corporation) (the “Company”) (TSXV: UIG) is pleased to announce that, further to its press releases dated November 1, 2023, January 15, 2024, February 12, 2024 and February 14, 2024, that it has closed its previously announced Qualifying Transaction (as defined in Policy 2.4 Capital Pool Companies of the TSX Venture Exchange (the “TSXV”)). The Qualifying Transaction proceeded by way of a three-cornered amalgamation pursuant to which Urban Utilities Contractors Inc. (“Urban”), amalgamated with 1000773456 Ontario Inc., to become a wholly-owned subsidiary of the Company (the “Transaction”). The name of the amalgamated subsidiary corporation is “Urban Utilities Contractors Inc.” (the “SubCo”). The Company, as the resulting issuer (the “Resulting Issuer”), will continue the business of Urban.
“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.
Ungad Chadda
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.