Deal Pro Provides Update on Proposed Qualifying Transaction with Urban Utilities

Toronto, Ontario--(Newsfile Corp. - January 15, 2024) - Further to its press release dated November 1, 2023, Deal Pro Capital Corporation (TSXV: DPCC.P) (the "Company") is pleased to provide an update regarding its proposed acquisition (the "Acquisition") of Urban Utilities Contractors Inc. ("Urban"), which Acquisition, if completed, will constitute the Company's "qualifying transaction" under the policies of the TSX Venture Exchange (the "Exchange").

The Acquisition

It is now anticipated that the Company will acquire all of the issued and outstanding securities of Urban by way of a three-cornered amalgamation (the "Amalgamation") with a newly formed, wholly-owned subsidiary of Urban ("Subco"), to be incorporated under the Business Corporations Act (Ontario), resulting the amalgamated corporation ("Amalco") becoming a wholly-owned subsidiary of the Company (the "Resulting Issuer") on closing. Upon completion of the Amalgamation, all issued and outstanding securities of Urban will be exchanged for economically equivalent securities of the Company on a one (1) for one (1) basis.

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. Upon completion of the Acquisition, the Resulting Issuer will continue to carry on the business of Urban as currently constituted.

Closing of the Acquisition remains 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.

Loan

The Company is pleased to announce that on December 6, 2023, it received conditional Exchange approval to its proposed $75,000 loan to Urban, on the terms described in the Company's November 1, 2023 press release, and that the loan was advanced to Urban on January 15, 2023.

Trading Halt

Trading of the Company's shares will remain halted pending the Exchange's receipt of satisfactory documentation and completion of the Acquisition.

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 remains 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 [email protected].

On Behalf of the Board of Directors of Deal Pro Capital Corporation

Harold Wolkin
CEO, CFO and Director

Forward-Looking Information

This press release includes "forward-looking information" that is subject to assumptions, risks and uncertainties, many of which are beyond the control of the Company. Statements in this news release which are not purely historical are forward-looking, including without limitation any statements concerning the expected results of the 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/194272