Brampton, Ontario--(Newsfile Corp. - April 9, 2024) - This press release is being disseminated as required by securities legislation in connection with the filing of an early warning report (the "Early Warning Report") regarding the common shares (the "Common Shares") of Urban Infrastructure Group Inc. (formerly Deal Pro Capital Corporation) (the "Issuer") held by 1000679050 Ontario Inc. (the "Company"), a company wholly-owned by Gary Alves.
The requirement to file the Early Warning Report was triggered on March 18, 2024 as a result of the closing of the Issuer's 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 Issuer. Pursuant to the Qualifying Transaction Mr. Alves acquired control, through the Company, of 78,850,000 Common Shares of the Issuer, representing approximately 75.45% of the issued and outstanding securities in the capital of the Issuer. In addition, Mr. Alves also acquired control, through the Company, of 1,150,000 Class B shares of the Issuers subsidiary, representing approximately 6.76% of the Class B Shares. Mr. Alves has irrevocably agreed to exchange the Class B Shares for Common 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 Issuer failing to satisfy Public Distribution Requirement (as such term is defined by the TSXV). All of Mr. Alves Common and Class B shares are subject to a TSXV Form 5D Value Escrow Agreement.
The Common and Class B shares received by the Company pursuant to the Qualifying Transaction will continue to be held by the Company for investment purposes. The Company does not currently intend to acquire or dispose of any additional securities of the Issuer. Nonetheless, the Company may, depending on price, market conditions or other conditions or factors it considers relevant from time to time, increase or decrease its beneficial ownership, control or direction over the Common and/or Class B shares or other securities of the Issuer through market transactions, private agreements or otherwise.
An early warning report in connection with this press release is being filed by the Company in accordance with applicable Canadian securities laws and will be available on SEDAR+ at www.sedarplus.ca.
For further information, please contact:
Gary Alves
President, 1000679050 Ontario Inc.
gary@urbanutilitiesinc.ca
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/204855
SOURCE: 1000679050 Ontario Inc.
