Urban Utilities Contractors Inc. entered into a binding letter of intent to acquire Deal Pro Capital Corporation (TSXV:DPCC.P) for CAD 15 million in a reverse merger transaction on October 30, 2023. Pursuant to the terms of the LOI, DPCC intends to acquire all of the issued and outstanding shares of Urban for an aggregate purchase price of approximately CAD 15 million. The Purchase Price will be satisfied through the issuance of an aggregate of 100 million common shares in the capital of the Company at a price of CAD 0.15 per Consideration Share. As of January 15, 2024, upon completion of the Amalgamation, all issued and outstanding securities of Urban will be exchanged for economically equivalent securities of the Company on a one (1) for one (1) basis. In connection with the Acquisition, Resulting Issuer will change its name to ?Urban Infrastructure Group Inc.? or any other such name that is acceptable to Urban. Upon completion of the Acquisition it is proposed that the board of directors and management of the Resulting Issuer will consist of Gary Alves, Director & Chief Operating Officer; Ungad Chadda, Director & Chief Executive Officer; Harold Wolkin, Director; Magaly Bianchini, Director; Nicholas Thadaney, Director; Mark Di Cristofaro, Director; Jennifer Rebecca Labrecque, Director; John Ross, Chief Financial Officer. In connection with the Acquisition, the parties intend to complete a financing of securities of Urban for gross proceeds of up to CAD 5 million, which will be used for the working capital requirements of the Resulting Issuer.

Closing of the Acquisition is subject to a number of conditions including but not limited to satisfactory due diligence investigations, the negotiation and execution of the Definitive Agreement, receipt of all required shareholder, if required, regulatory and third-party approvals and consents, including that of the Exchange and satisfaction of other customary closing conditions. As of March 15, 2024, Urban Utilities Contractors Inc. signed an agreement to acquire Deal Pro Capital Corporation (TSXV:DPCC.P) in a reverse merger transaction. In connection with the Transaction, the Company issued 83,000,000 common shares ("Resulting Issuer Shares"), to holders of Urban Common Shares. n addition, an aggregate of 17,000,000 Class B Shares in the capital of SubCo ("Subco Shares")
were also issued to holders of Class B Shares of Urban in connection with the Transaction. ?. The Amalgamation was approved by the shareholders of Urban on March 15, 2024.

TSX Trust Company acted as registrar and transfer agent to Deal Pro. CDS & Co acted as depositary to Deal Pro.

Urban Utilities Contractors Inc. completed the acquisition Deal Pro Capital Corporation (TSXV:DPCC.P) in a reverse merger transaction on March 18, 2024.