Mr. Harold Wolkin reports

DEAL PRO PROVIDES UPDATE ON PROPOSED QUALIFYING TRANSACTION WITH URBAN UTILITIES

Deal Pro Capital Corp. has provided an update regarding its proposed acquisition of Urban Utilities Contractors Inc., which acquisition, if completed, will constitute the company's qualifying transaction under the policies of the TSX Venture 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 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-for-one basis.

The final structure and form of the acquisition remain subject to satisfactory tax, corporate and securities law advice for both Urban and the company and will be set forth in a 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

On Dec. 6, 2023, the company received conditional exchange approval to its proposed $75,000 loan to Urban on the terms described in the company's Nov. 1, 2023, press release; and the loan was advanced to Urban on Jan. 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

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 should be considered highly speculative.

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.

We seek Safe Harbor.