Qualifying transaction -- completed

The TSX Venture Exchange has accepted for filing Deal Pro Capital Corp.'s qualifying transaction (QT), as described in its filing statement dated Feb. 14, 2024. As a result, at the opening on Tuesday, March 26, 2024, the company will no longer be considered a capital pool company. The transaction includes the following.

The qualifying transaction proceeded by way of a three-cornered amalgamation pursuant to which Urban Utilities Contractors Inc. (Urban) 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 issued 83 million common shares of the company and 17 million Class B shares in the capital of Subco to the existing shareholders of Urban (not including the securities issued in the private placement, as disclosed in the next section).

In connection with the transaction, the company issued 4,357,920 common shares to an arm's-length party as a finder's fee.

Private placement -- non-brokered

Concurrent with the completion of the transaction, Urban completed a non-brokered private placement announced on Nov. 1, 2023, and Feb. 12, 2024, which have been exchanged into the following securities in the capital of the company.

Number of shares:  8,947,995 common shares

Purchase price:  15 cents per share

Warrants:  4,473,998 share purchase warrants to purchase 4,473,998 shares

Warrant exercise price:  25 cents per share until March 18, 2026

Number of placees:  64 placees

Total existing insider involvement:  160,000 (one insider)

Total pro group involvement:  one million (two pro groups)

Finder's fee:  $50,240 cash and 269,866 warrants

Finder's warrant terms:  Each warrant entitles the holder to purchase one unit at the price of 15 cents per unit until March 18, 2026. Each unit comprised one common share and one-half of one warrant, with each whole warrant exercisable into one common share, at a price of 25 cents per common share, at any time until March 18, 2026.

The company issued a news release on March 22, 2024, confirming the closing of the private placement and the transaction. Note that in certain circumstances the exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.

Name change

Pursuant to a resolution passed by shareholders in a special meeting of shareholders on Jan. 16, 2024, the company has changed its name from Deal Pro Capital to Urban Infrastructure Group Inc. There is no consolidation of capital.

Effective at the opening on Tuesday, March 26, 2024, the common shares of Urban Infrastructure Group will commence trading on the TSX Venture Exchange and the common shares of Deal Pro Capital will be delisted.

The company is classified as a residential building construction company (NAICS 2361).

Corporate jurisdiction:  Ontario

Capitalization:  unlimited number of common shares with no par value, of which 104,512,916 common shares are issued and outstanding

Escrow:  88,700,001 common shares and 17 million Subco Class B shares

Escrow term:  Except for 5,700,001 common shares, which are subject to an 18-month escrow period, all the escrowed securities are subject to a 36-month escrow period.

Transfer agent:  TSX Trust Company

Trading symbol:  UIG (new)

Cusip No.:  917031 10 6 (new)

For further information, please refer to the company's filing statement dated Feb. 14, 2024.

Resume trading

Effective at the opening on Tuesday, March 26, 2024, trading will resume in the common shares of the company.