NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
GlobeNewswire — Voxtur Analytics Corp. 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.
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.
This news release contains forward-looking statements that involve known and unknown risks, uncertainties and assumptions that may not be realized. These statements relate to future events or future performance and reflect management’s current expectations and assumptions which are based on information currently available to management. There is significant risk that forward-looking statements will not prove to be accurate. A number of factors could cause actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements discussed in the forward-looking statements. The inclusion of forward-looking statements and information should not be regarded as a representation of Voxtur or any other person that the anticipated results will be achieved, and investors are cautioned not to place undue reliance on such information.
These forward-looking statements are made as of the date of this news release and, accordingly, are subject to change after such date. Voxtur 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.
Voxtur’s common shares are traded on the TSX Venture Exchange under the symbol VXTR and in the US on the OTCQB under the symbol VXTRF.