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Published Jun 25, 2024 • 9 minute read
• Dissident Group proxy solicitation (other than RPC Ventures I Fund LP) is not in compliance with securities laws
• Rice Park and Nicholas Smith still will not reveal who forms part of the Voxtur Shareholders for “Accountability” who are putting forward the Private Equity Nominees
• Lack of experience and expertise in Canadian market demonstrated by the oversights, omissions, and obfuscations of the Voxtur Shareholders for “Accountability” and Private Equity Nominees
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• Voxtur Shareholders are urged to protect their investment and vote FOR the management nominees today. For questions or assistance with voting, contact Laurel Hill Advisory Group by phone at 1-877-452-7184 (within North America) +1 416-304-0211 (outside North America), or by email at assistance@laurelhill.com
TORONTO and TAMPA, Fla., June 25, 2024 (GLOBE NEWSWIRE) — Voxtur Analytics Corp. (TSXV: VXTR; OTCQB: VXTRF) (“Voxtur” or the “Company”), a North American technology company creating a more transparent and accessible real estate lending ecosystem, echoes the concerns it has heard from shareholders of the Company (“Voxtur Shareholders”) and demands the basic accountability and transparency afforded under Canadian securities law from US-based private equity fund RPC Ventures I Fund LP (“Rice Park”), Nicholas Smith and their unnamed associates who form the Voxtur Shareholders for “Accountability” (the “Dissident Group”).
The Dissident Group announced it is nominating six directors (the “Private Equity Nominees”) to, in the opinion of Voxtur, execute a “no premium” takeover of control of the Voxtur board of directors (the ”Board”), at the Company’s upcoming annual general and special meeting (the “Meeting”) on June 28, 2024 at 9:00 a.m. (Eastern Time).
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Rice Park has self-styled their secretive cabal as the “Voxtur Shareholders for Accountability” at the same time that they have declined to even identify who comprises their group. As detailed in the Company’s June 21, 2024 press release, Voxtur and Voxtur Shareholders have numerous outstanding questions about the identity, conflicts of interest, questionable judgement, and true motives of the Dissident Group, but Voxtur Shareholders aren’t even able to assess what deeper concerns may lie with the rest of the Dissident Group, since Rice Park and Nicholas Smith refuse to publicly name their associates, in contravention of Canadian securities law requirements.
Canadian securities law dictate that persons making director nominations must file detailed information statements under National Instrument 51-102 9.2(6)(a), which to date, only Rice Park has filed. Voxtur Shareholders are right to question why the Dissident Group is going to such lengths, including not filing the documents required by Canadian Securities Laws, to conceal the identities of its members1. Such solicitation without disclosure of who forms the Dissident Group calls into question whether proxies received by them, if any, were provided by shareholders on a fully informed and legally compliant basis.
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Are the Dissident Group and Private Equity Nominees so unfamiliar and unknowledgeable about the Canadian market so as to comply with the rules, or are they just desperate enough to conceal their associates’ identities to ignore them? In either case, this is NOT the leadership Voxtur needs.
In Voxtur’s June 21 press release the question was raised as to whether former Voxtur CEO Jim Albertelli is associated with the Dissident Group; the Dissident Group issued a seven-page press release yesterday, but couldn’t find room to confirm or deny Mr. Albertelli’s involvement. If the Dissident Group would simply comply with securities law, Voxtur Shareholders would definitively know if Mr. Albertelli is a part of their group; instead, the question remains unanswered.
While Mr. Albertelli’s involvement is unclear pending the Dissident Group’s conformity with securities law, Voxtur Shareholders should know that one of the Private Equity Nominees, Thomas J. Holthus, became a shareholder of Voxtur through a transaction with Mr. Albertelli, via Mr. Holthus’ investment vehicle, Washington School House, LLC2.
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In addition, Mr. Albertelli also has a business relationship with Mr. Holthus’ law firm – which has been described as follows by Mr. Albertelli:
““This tremendous relationship provides singularity of purpose…”
And
“Simply put, we are aligning our interests with a great Firm and a great friend.”
–ex-Voxtur CEO Jim Albertelli, on his relationship with McCarthy Holthus3
Are Messrs. Albertelli and Holthus part of the Dissident Group? Does their “great” friendship and “singularity of purpose” extend to acting jointly and in concert with respect to Voxtur? Voxtur Shareholders are owed transparency and accountability on this matter.
As of the date of this press release, only Rice Park has complied with solicitation rules and filed the required detailed information statement; the remainder of this largely unknown group, which includes Nick Smith, have been improperly soliciting votes.
These reckless actions fit a pattern for Mr. Smith; in the June 24, 2024 Dissident Group press release, the Dissident Group feigns surprise that a change of control would trigger an event of default to the Corporations’ credit agreements and that the Private Equity Nominees will work with the creditor after triggering the default. Surely, Mr. Smith was aware of such clauses as the former Chair of the Board, just three months ago; why did he not consider working with the creditor before he pushes Voxtur into default?
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This reckless behaviour of Mr. Smith has resulted in Voxtur’s creditor delivering a letter to Voxtur yesterday which contained the following:
“The Lender is aware of the June 19, 2024 press release made by the so-called Voxtur Shareholders for Accountability advising that they will seek to replace Voxtur’s entire board of directors (the “Board”) at the June 28, 2024 annual general meeting.”
“Any action that is or causes an Event of Default under the Credit Agreement or an Accommodation Termination Event under the Accommodation Agreement, including any action that materially adversely affects the Lender’s security position, will immediately and automatically terminate the Lender’s accommodation obligations and may result in swift enforcement action.”
Why would the Dissident Group put Voxtur and all of its shareholders at risk for their personal ambitions? Was a call in advance to the creditor too much of an inconvenience for Mr. Smith, or was he afraid of what he would be told? The Dissident Group has yet to reveal what their plan would be to avoid default under Voxtur’s credit facility should they be successful. Would a responsible and diligent person embark on such a dangerous course of action without consultation with the Lender and a plan?
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In addition, it has come to Voxtur’s attention that the law firm acting for the Dissident Group previously acted for Blue Water prior to Voxtur’s acquisition of Blue Water. The sheer number of conflicts of interests at play should give Voxtur Shareholders serious pause about the Private Equity Nominees and their true motives.
Voxtur has also confirmed that, with the exception of Mr. Smith (who previously filed a Personal Information Form with the TSX Venture Exchange (“TSXV”) when he was first appointed a director of Voxtur), none of the other Private Equity Nominees have filed Personal Information Forms with the TSXV in order for the TSXV to confirm their suitability to act as officers or directors of Voxtur. Once again, either the Private Equity Nominees’ are exhibiting their lack of Canadian market experience, or worse, their disregard for the rules and norms in this jurisdiction. Further Voxtur has not received any consent to act as a director from any of the Private Equity Nominees; Voxtur Shareholders can’t even be certain the Private Equity Nominees have agreed to act as directors, should they be elected.
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Meeting Information
Consistent with previous Voxtur shareholder meetings, the Meeting will be held in a virtual format at https://virtual-meetings.tsxtrust.com/en/1654 (password: voxtur2024) on June 28, 2024 at 9:00 a.m. (Eastern Time). Registered Voxtur Shareholders and duly appointed proxyholders will be able to vote and ask questions at the meeting, while guests may attend and view the meeting.
Voxtur Shareholders are encouraged to vote TODAY to protect their investment from the highly conflicted Private Equity Nominees. Shareholders should vote as soon as possible, but in any case, before Wednesday, June 26, 2024 at 9:00 a.m. (Eastern Time).
The Company urges shareholders to REJECT the conflicted Private Equity Nominees and vote FOR each of the Voxtur director nominees: Gary Yeoman, Michael Harris, Ray Williams, and Allan Bezanson.
Questions? Need Help Voting?
If you have questions or require assistance with voting, please contact Voxtur’s proxy solicitation agent, Laurel Hill Advisory Group by telephone at 1-877-452-7184 (toll-free in North America), or +1 416-304-0211 (outside North America), or email at assistance@laurelhill.com.
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For more information, please visit Voxtur.com or contact Jordan Ross at jordan@voxtur.com.
About Voxtur
Voxtur is a transformational real estate technology company that is redefining industry standards in a dynamic lending environment. The Company offers targeted data analytics to simplify the multifaceted aspects of the lending lifecycle for investors, lenders, government agencies and servicers. Voxtur’s proprietary data hub and workflow platforms more accurately and efficiently value assets, originate and service loans, and securitize portfolios. As an independent and transparent mortgage technology provider, the Company offers primary and secondary market solutions in the United States and Canada. For more information, visit www.voxtur.com.
Neither TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
This news release contains forward-looking statements and forward-looking information (collectively, “forward-looking information”). Any information contained herein that is not based on historical facts may be deemed to constitute forward-looking information within the meaning of Canadian and United States securities laws. Forward-looking information may be based on expectations, estimates and projections as at the date of this news release, and may be identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions. Forward-looking information may include, but is not limited to: the completion of the Issuance; approval of the Issuance by the TSXV; expectations for the effects of certain milestones or the ability of the Company to successfully achieve certain business objectives; the effects of unexpected costs, liabilities or delays; success of software activities; regulatory approval; the competition for skilled personnel; expectations for other economic, business, environmental, regulatory and/or competitive factors related to the Company, or the real estate industry generally; anticipated future production costs; and other events or conditions that may occur in the future. Investors are cautioned that forward-looking information is not based on historical facts but instead reflects estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the information is provided. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance, or achievements of the Company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information include but are not limited to: additional costs related to acquisitions; ; integration of acquired businesses; implementation of new products; changing global financial conditions, especially in light of the COVID-19 global pandemic; reliance on specific key employees and customers to maintain business operations; competition within the Company’s industry; a risk in technological failure or failure to implement technological upgrades in accordance with expected timelines; changing market conditions; failure of governing agencies and regulatory bodies to approve the use of products and services developed by the Company; the Company’s dependence on maintaining intellectual property and protecting newly developed intellectual property; operating losses and negative cash flows; and currency fluctuations. Accordingly, readers should not place undue reliance on forward-looking information contained herein.
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This forward-looking information is provided as of the date of this news release and, accordingly, is subject to change after such date. The Company does not assume any obligation to update or revise this information to reflect new events or circumstances except as required in accordance with applicable laws.
Voxtur’s common shares are traded on the TSX Venture Exchange under the symbol VXTR and in the US on the OTCQB under the symbol VXTRF.
For media inquiries:
Jacob Gaffney
Tel: (817) 471-7627
jacob@gaffneyaustin.com
For shareholder inquiries:
Laurel Hill Advisory Group
Toll-free: 1-877-452-7184 (North America)
Collect calls outside North America: +1 416-304-0211
assistance@laurelhill.com
__________________________________
1 FOR IMMEDIATE RELEASE – Plymouth, Minnesota – June 19, 2024, a group of shareholders (the “Voxtur Shareholders for Accountability”, “We”, “Us”, or “Our”) of Voxtur Analytics Corp. (TSXV: VXTR; OTCQB: VXTRF) (“Voxtur” or the “Company”), including Nicholas H. Smith, the former Chairman of Voxtur, announce that they are seeking to reconstitute the board of directors of Voxtur (the “Board”)……. The six nominees that the Voxtur Shareholders for Accountability are nominating are…..
2 https://www.voxtur.com/voxtur-announces-sale-of-debt-to-strategic-investors/
3 https://www.alaw.net/alaw_mccarthy_holthus/
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