Universal PropTech Inc. Announces Results of Annual General and Special Meeting of Shareholders

Rhea-AI Summary

Universal PropTech has announced the results of its annual general and special shareholder meeting held on May 31, 2024. Approximately 23% of the company's outstanding shares were voted by proxy. Key resolutions approved include the re-appointment of MNP LLP as auditor, election of new directors, a proposed change in the company's business to a marketing and technology focus, and a name change to BrandPilot AI Inc. The company will also delist from the NEX board of the TSXV and list on the Canadian Securities Exchange. CEO Jeff Berman expressed confidence in these changes creating significant value for shareholders, while incoming CEO Brandon Mina highlighted his excitement about the company's future growth.

Positive

• Re-appointment of MNP LLP as auditor ensures continuity in financial oversight.
• Approval of new board members, bringing fresh perspectives and expertise.
• Change of business focus to marketing and technology could open new growth opportunities.
• Name change to BrandPilot AI Inc. aligns with the new business focus.
• Delisting from the NEX board and listing on the Canadian Securities Exchange may enhance stock liquidity and visibility.
• Adoption of a new omnibus long-term incentive plan aims to align employee interests with shareholder value.

Negative

• Only 23% of the outstanding shares were voted, indicating potential shareholder disengagement.
• Frequent changes in board composition may cause instability or uncertainty.
• Transitioning to a new business focus poses execution risks and potential initial disruptions.

Toronto, Ontario--(Newsfile Corp. - June 3, 2024) - Universal PropTech Inc. (TSXV: UPI.H) ("UPI" or the "Company")  has released the results of voting on all resolutions presented to its annual general and special meeting of shareholders held on May 31, 2024 (the "Meeting"). A total of 11,327,469 common shares, or 23% of the 49,217,408 issued and outstanding common shares of the Company as at the record date of the Meeting, were voted at the Meeting by proxy.

The following matters were approved by the affirmative vote of the requisite majority of the votes represented at the Meeting:

1. Re-appointment of MNP LLP as auditor of the Company for the ensuing year and authorizing the directors to fix their remuneration;
2. The election of Jeff Berman, Al Quong, and Brian Illion to serve as directors until the effective time of the proposed change of business transaction between the Company and Xemoto Media Ltd. ("Xemoto") within the meaning of Policy 5.2 - Changes of Business and Change of Business of the TSX Venture Exchange (the "TSXV") Corporate Finance Manual (the "Change of Board Time");
3. Setting the number of directors of the Company to be elected following the Change of Board Time to seven (7);
4. The election of Brandon Mina, Adam Szweras, Brian Presement, Andres Tinajero, Randall Craig, Jeremy Goldman, and Jillian Bannister to serve as directors following the Change of Board Time;
5. The change of the Company's name to "BrandPilot AI Inc." or such other name as may be determined and acceptable to the board of directors and the applicable regulatory authorities;
6. The delisting of the Company from the NEX board of the TSXV and its subsequent listing on the Canadian Securities Exchange;
7. The approval of the change of the Company's business to a marketing and technology company; and
8. The adoption of the Company's new omnibus long-term incentive plan.

Jeff Berman, Chief Executive Officer of UPI, said, "We are delighted that the change of business transaction has been approved, and confident that this will create significant value for UPI shareholders in the short and long term. We look forward to closing the transaction and transitioning leadership to Brandon Mina and his management team, as well as the new board members. We are excited about the future of the combined company and believe that Brandon and his team will lead it to even greater success, with the BrandPilot AI vision."

"I am honored to have had the opportunity to work with Jeff Berman and the outgoing board of UPI. I look forward to working with our talented team and leading the combined company through a period of significant growth. We are enthusiastic about the future of the company and excited to integrate UPI into BrandPilot AI," said Brandon Mina, Chief Executive Officer of Xemoto.

The annual general and special shareholder meeting for Xemoto shareholders will be held on June 7, 2024 at 11:00 a.m. (Toronto time) at the offices of Fogler, Rubinoff LLP, 3000-77 King St. W., Toronto, Ontario M5K 1G8.

About Universal PropTech Inc.

Universal PropTech Inc. (TSXV: UPI.H) is a TSX Venture Exchange listed company focused on evaluating acquisition opportunities in order to enhance shareholder value.

About Xemoto Media Ltd.

Xemoto is an influencer marketing platform focused on helping publicly traded companies and businesses in highly regulated and complex industries better connect with customers. Its proprietary digital technology is uniquely designed to engage investor, business-to-business, and business-to-consumer audiences.

Xemoto's easy-to-navigate automated platform, data-driven insights and commitment to agility ensures that clients can not only execute campaigns quickly but evaluate results efficiently through real-time insights into campaign performance.

Xemoto uses best practices to create brand-safe content with compliance-savvy creators to deliver a strong return on investment for its customers.

Learn more at: www.xemotomedia.com, LinkedIn, Instagram, TikTok, and Twitter.

UPI Contact:

Jeff Berman
President and Chief Executive Officer
jberman@universalproptech.com
416-777-6170

Xemoto Contact:

Brandon Mina
Chief Executive Officer
+1-519-239-6460

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. The securities of the Company and Xemoto 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 within the United States or to U.S. Persons (as defined in the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws unless pursuant to an exemption from such registration.

Forward-Looking Statements

Certain information provided in this press release constitutes forward-looking statements and information within the meaning of applicable securities laws. Forward-Looking information typically contains statements with words such as "anticipate", "believe", "forecast", expect", "plan", "intend", "estimate", "propose", "project", or similar words suggesting future outcomes. The Company cautions readers and prospective investors in the Company's securities not to place undue reliance on forward-looking information as, by its nature, it is based on current expectations regarding future events that involve a number of assumptions, inherent risks and uncertainties, which could cause actual results to differ materially from those anticipated by the Company.

The forward-looking information included herein is expressly qualified in its entirety by this cautionary statement. The forward-looking information included herein is made as of the date hereof and the Company assumes no obligation to update or revise any forward-looking information to reflect new events or circumstances, except as required by law.

Neither the TSXV, nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/211378

FAQ

What was the result of the Universal PropTech (UPIPF) annual general meeting on May 31, 2024?

All resolutions were approved, including the re-appointment of MNP LLP as auditor, election of new directors, business focus change, and name change to BrandPilot AI Inc.

What changes were approved for Universal PropTech (UPIPF) at the shareholder meeting?

The meeting approved new directors, a change in business to marketing and tech, a name change to BrandPilot AI Inc., and a delisting from the NEX board of the TSXV to list on the Canadian Securities Exchange.

What is the new name for Universal PropTech (UPIPF)?

The new name for the company is BrandPilot AI Inc.

What stock exchange will Universal PropTech (UPIPF) be listed on after delisting from the NEX board?

Universal PropTech will list on the Canadian Securities Exchange after delisting from the NEX board of the TSXV.

What percentage of Universal PropTech (UPIPF) shares were voted at the meeting?

Approximately 23% of the outstanding shares were voted by proxy at the meeting.

What is the future business focus of Universal PropTech (UPIPF)?

The company will shift its business focus to marketing and technology.

Who are the new board members of Universal PropTech (UPIPF)?

New board members include Jeff Berman, Al Quong, Brian Illion, Brandon Mina, Adam Szweras, Brian Presement, Andres Tinajero, Randall Craig, Jeremy Goldman, and Jillian Bannister.