Voxtur Announces Closing of $4 Million Private Placement

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

TORONTO and TAMPA, Fla., Oct. 12, 2022 (GLOBE NEWSWIRE) — Voxtur Analytics Corp. (TSXV: VXTR; OTCQB: VXTRF) (“Voxtur” or the “Company“), a North American technology company creating a more transparent and accessible real estate lending ecosystem, is pleased to announce that further to the news release issued on September 22, 2022, the Company has closed its preferred share offering, issuing a total of 4,081,632 Series 2 Preference Shares (the “Preferred Shares“) at a price of CAD$0.98 per Preferred Share (the “Issue Price“) for aggregate gross proceeds of CAD$4 million (the “Private Placement”) with BMO Capital Partners (“BMOCP”).

Each Preferred Share will, subject to customary anti-dilution adjustments, be convertible into one common share of the Company (“Common Share”), at the option of BMOCP. BMOCP may, at any time within the first five years of issuance, give notice of its election to convert all of its outstanding Preferred Shares into Common Shares, subject to certain conditions. On the third anniversary of the date of issuance of the Preferred Shares, any outstanding Preferred Shares will automatically convert into Common Shares if the volume weighted average price of the Common Shares on such date, calculated based on the 20 trading days prior to such date, is at a premium of 10% or more than the conversion price of CAD$0.98. After the third anniversary of the date of issuance, the Company may at any time elect to redeem all of the outstanding Preferred Shares for a redemption price equal to the Issue Price plus accrued and unpaid dividends.

Each Preferred Share (i) entitles the holder to one vote at any meeting of shareholders and such shares shall be voted with the Common Shares, and (ii) provides for fixed and cumulative dividends if, as and when declared by the Board of Directors of the Company (“Board“), in an amount equal to twelve percent (12%) per annum on the aggregate Issue Price of such Preferred Shares plus all unpaid accrued and accumulated dividends thereon. All accrued and unpaid dividends on any Preferred Shares shall accumulate and compound quarterly until paid, whether or not declared by the Board. In addition, the holders of Preferred Shares are entitled to participate equally with the holders of Common Shares on any dividends declared on the Common Shares.

Notwithstanding the above terms and conditions related to the Preferred Shares, the Preferred Shares shall in no event convert after the fifth anniversary of the date of issuance and all voting rights related to any outstanding Preferred Shares will cease at that time.

The Company intends to use the net proceeds of the Private Placement to fund general corporate and administrative expenses. The Preferred Shares issued pursuant to the Private Placement and the Common Shares issuable due to the conversion of the Preferred Shares will be subject to a hold period expiring four months and one day from the date of issue of the Preferred Shares. The Private Placement is subject to final approval from the TSXV.

This news release does not constitute an offer to sell or the solicitation of an offer to buy the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold in the United States or to U.S. persons unless registered under the U.S. Securities Act and any applicable state securities laws or an exemption from such registration is available.

About Voxtur

Voxtur is a transformational real estate technology company that is redefining industry standards in a dynamic lending environment. The Company offers targeted data analytics to simplify tax solutions, property valuation and settlement services throughout the lending lifecycle for investors, lenders, government agencies and servicers. Voxtur’s proprietary data hub and workflow platforms more accurately and efficiently value assets, originate and service loans, securitize portfolios and evaluate tax assessments. The Company serves the property lending and property tax sectors, both public and private, in the United States and Canada. For more information, visit www.voxtur.com.

Neither TSXV 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 news release contains forward-looking statements and forward-looking information (collectively, “forward-looking information”). Any information contained herein that is not based on historical facts may be deemed to constitute forward looking information within the meaning of Canadian and United States securities laws. Forward-looking information may be based on expectations, estimates and projections as at the date of this news release, and may be identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions. Forward-looking information may include, but is not limited to: the intended use of proceeds of the Private Placement and the receipt of final approval from the TSX Venture Exchange. Investors are cautioned that forward-looking information is not based on historical facts but instead reflects estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the information is provided. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance, or achievements of the Company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information include but are not limited to: the decision by management of the Company to utilize the proceeds of the Private Placement in a different manner than described herein; and changing global financial conditions, especially in light of the COVID-19 global pandemic. Accordingly, readers should not place undue reliance on forward-looking information contained herein.

This forward-looking information is provided as of the date of this news release and, accordingly, is subject to change after such date. The Company does not assume any obligation to update or revise this information to reflect new events or circumstances except as required in accordance with applicable laws.

Contact:
Jordan Ross
Chief Investment Officer
Tel: (416) 708-9764
jordan@voxtur.com