Mr. Joseph Nakhla reports

TRIBE PROPERTY TECHNOLOGIES EXPANDS PRESENCE IN GREATER TORONTO AREA WITH THE ACQUISITION OF MERITUS GROUP MANAGEMENT INC.

Tribe Property Technologies Inc. has agreed to acquire Meritus Group Management Inc., an arm's-length party, strengthening Tribe's presence in the greater Toronto region of Ontario. The companies signed the share purchase agreement for this transaction Aug. 29, 2023.

"We look forward to welcoming the Meritus team and their experience managing condominium properties in the Greater Toronto Area," said Joseph Nakhla, chief executive officer of Tribe. "Meritus expands our management presence directly into Toronto where we have developed many real estate developer relationships through our pre and postconstruction software. This move allows us to package our entire solution of construction software, property management software, property management services and digital marketplace for homeowners and residents for the thousands of managed communities in greater Toronto."

The acquisition is a continuation of Tribe's strategy of identifying operational opportunities and continuing to expand the company's national footprint and digital services. Meritus has over 5,000 homes under management. This acquisition strengthens Tribe's national presence, now with eight offices across Canada -- five in British Columbia, one in Alberta and two in Ontario, including the company's new Meritus office in greater Toronto.

"Our team is excited to be joining a like-minded company with shared values of innovation, industry education and operational efficiencies as key to modernizing the property management industry and improving the level of service we can all provide for our clients," said Meritus Group Management principal Dean McCabe.

Transaction details

In exchange for all the outstanding share capital of Meritus, Tribe has agreed to pay $1-million to the existing shareholders of Meritus Group Management, payable as follows:

• $50,000 payable in cash within five days of execution of the agreement;
• $450,000 payable in cash on closing, subject to adjustments;
• $200,000 payable in common shares of Tribe;
• $300,000 payable by promissory note to be executed and delivered on closing.

The issue price of the shares will be equal to the 20-day weighted average closing price immediately prior to completion of the acquisition. All consideration shares issued will be subject to a voluntary lock-up from which one-third of the consideration shares will be released every six months for a period of 18 months.

The note evidencing the vendor financing shall bear interest of 7 oer cent per annum, with interest payable on the first day of each month commencing Nov. 1, 2023. The principal shall be paid in equal annual instalments with one-third payable commencing Oct. 2, 2024. The vendor financing shall be secured against the assets of Meritus.

Closing is expected at the end of September, 2023, and is subject to receipt of TSX Venture Exchange approval and satisfaction of customary conditions and documentation. It is anticipated that Meritus will continue to operate independently until mid-2024 at which time, Meritus principal Dean McCabe and the rest of the Meritus team will formally join Tribe. Mr. McCabe will continue to lead Meritus.

No finders' fees were paid or payable in conjunction with this transaction.

About Meritus Group Management Inc.

Meritus Group Management was founded by Mr. McCabe in 2016, with the belief that condominium communities can benefit from a management relationship that is built on trust and respect earned through transparency, accuracy and reliability. Meritus generated over $2-million in revenues in its latest fiscal year.

About Tribe Property Technologies Inc.

Tribe is a property technology company that is disrupting the traditional property management industry. As a rapidly growing tech-forward property management company, Tribe's integrated service-technology delivery model serves the needs of a much wider variety of stakeholders than traditional service providers. Tribe seeks to acquire highly accretive targets in the fragmented North American property management industry and transform these businesses through streamlining and digitization of operations. Tribe's platform decreases customer acquisition costs, increases retention and allows for the addition of value-added products and services through the platform.

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