Mr. Ungad Chadda reports

URBAN INFRASTRUCTURE GROUP INC. (FORMERLY DEAL PRO CAPITAL CORPORATION) ANNOUNCES CLOSING OF QUALIFYING TRANSACTION

Further to its press releases dated Nov. 1, 2023, Jan. 15, 2024, Feb. 12, 2024, and Feb. 14, 2024, Urban Infrastructure Group Inc. (formerly Deal Pro Capital Corp.) has closed its previously announced qualifying transaction (as defined in Policy 2.4, Capital Pool Companies, of the TSX Venture Exchange). The qualifying transaction proceeded by way of a three-cornered amalgamation, pursuant to which Urban Utilities Contractors Inc. amalgamated with 1000773456 Ontario Inc. to become a wholly owned subsidiary of the company. The name of the amalgamated subsidiary corporation is Urban Utilities Contractors Inc. (SubCo). The company, as the resulting issuer, will continue the business of Urban.

"With a proven track record of building foundational infrastructure for over 1,000 new homes in Ontario, Urban is positioned at the forefront of meeting the province's critical housing and infrastructure needs. Our focus on scale, quality and reliability in phase 1 construction aligns perfectly with several key factors shaping Ontario's future. These include housing supply, increasing immigration, skilled labour shortages, interest rates, and provincial and federal government programs," stated Ungad Chadda, chief executive officer of the company.

In connection with the closing of the qualifying transaction:

• Urban completed a private placement for aggregate gross proceeds of $1,342,200.10.
• The company changed its name to Urban Infrastructure Group.
• The company changed its ticker symbol to UIG on the TSX-V.
• The company implemented certain director and officer changes, as discussed herein and as further described in the filing statement dated Feb. 14, 2024, filed on SEDAR+.

Immediately prior to the closing, Urban completed its previously announced concurrent financing, pursuant to which it sold an aggregate of: (i) 8,947,995 units at a price of 15 cents per unit for aggregate gross proceeds of $1,342,200.10. Each unit comprises one Class A common share in the capital of Urban and one-half of one warrant, with each Urban warrant exercisable into one Urban common share, at a price of 25 cents per Urban common share, at any time until March 18, 2026. The proceeds of the concurrent financing will be used primarily to for general working capital purposes.

Pursuant to the concurrent financing, Urban paid three arm's-length parties an aggregate cash commission of $50,240 and issued to the finders an aggregate of 269,866 non-transferable finder warrants, with each Urban finder warrant exercisable into one Urban unit at a price of 15 cents per Urban compensation unit, at any time until March 18, 2026. Each Urban compensation unit was to comprise one Urban common share and one-half of one common share purchase warrant. Each whole compensation unit warrant was to entitle the holder thereof to purchase one Urban common share at a price of 25 cents per Urban common share at any time until March 18, 2026.

In connection with the transaction, the company issued:

• 83 million common shares to holders of Urban common shares;
• 4,473,998 share purchase warrants to holders of Urban warrants to purchase 4,473,998 resulting issuer shares, at a price of 25 cents per resulting issuer share, at any time until March 18, 2026;
• 269,866 non-transferable warrants to holders of Urban finder warrants to purchase 269,866 units, at a price of 15 cents per resulting issuer unit, at any time until March 18, 2026, with each resulting issuer unit to comprise one resulting issuer share and one-half of a resulting issuer warrant.

In addition, an aggregate of 17 million Class B shares in the capital of SubCo were also issued to holders of Class B shares of Urban in connection with the transaction. These SubCo shares were issued in order for the resulting issuer to meet TSX-V's initial listing requirement as to the percentage of resulting issuer shares required to be held by public shareholders. The resulting issuer has entered into an agreement with each holder of SubCo shares, wherein each holder of SubCo shares has irrevocably agreed to exchange his or her SubCo shares for resulting issuer 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 resulting issuer failing to satisfy public distribution requirement. The resulting issuer shares issuable upon the exchange of the SubCo shares will be subject to a TSX-V Form 5D value escrow agreement. The resulting issuer also paid finders' fees to certain arm's-length parties of $653,688; this was satisfied through the issuance of an aggregate 4,357,920 resulting issuer shares, at a deemed price of 15 cents per share.

On closing of the transaction, the issued capital of the resulting issuer will comprise an aggregate of 104,512,916 resulting issuer shares, 820,700 previously issued stock options and 269,866 replacement finder warrants. A total of 83 million resulting issuer shares and 17 million SubCo shares will be held for up to 36 months from the date of issuance of the final exchange bulletin by the TSX-V, pursuant to the escrow agreement. In addition, an aggregate of 5,700,001 resulting issuer shares will be held for up to 18 months from the date of issuance of the final bulletin by the TSX-V, pursuant to a Form 2F CPC (capital pool company) escrow agreement. The resulting issuer's new Cusip number is 917031106 and its new ISIN (international securities identification number) is CA9170311067.

For further information, please refer to the resulting issuer's filing statement profile on SEDAR+ regarding the qualifying transaction. Trading of the resulting issuer shares will remain halted in connection with the dissemination of this press release and will recommence at such time as the exchange may determine, having regard to the completion of certain requirements pursuant to TSX-V Policy 2.4.

The directors of the resulting issuer are Gary Alves, Ungad Chadda, Harold Wolkin, Magaly Bianchini, Nicholas Thadaney, Mark Di Cristofaro and Jennifer Labrecque. These directors shall hold office until the first annual general meeting of the shareholders of the resulting issuer following closing or until their successors are duly appointed or elected. The officers of the resulting issuer are Gary Alves, chief operating officer; Ungad Chadda, chief executive officer; and John Ross, chief financial officer.

Final acceptance of the qualifying transaction will occur upon the issuance of the final bulletin. Subject to final acceptance by the TSX-V, the resulting issuer will be classified as a Tier 2 industrial issuer pursuant to TSX-V policies. The resulting issuer shares are expected to commence trading on the TSX-V under the symbol UIG at the opening of the markets on March 26, 2024.

We seek Safe Harbor.