DEAL PRO CAPITAL CORPORATION

FILING STATEMENT

DATED AS OF FEBRUARY 14, 2024

QUALIFYING TRANSACTION OF DEAL PRO CAPITAL CORPORATION WITH URBAN UTILITIES CONTRACTORS INC.

Neither the TSX Venture Exchange Inc. nor any securities regulatory authority has in any way passed upon the merits of the Qualifying Transaction described in this Filing Statement.

Glossary ....................................................................................................................................................................................... 4 General Information ..................................................................................................................................................................... 9 Introduction .......................................................................................................................................................................... 9 Currency ............................................................................................................................................................................... 9 Cautionary Statement Regarding Forward-Looking Information .............................................................................................. 10 Part I – Summary of Filing Statement ....................................................................................................................................... 11 Part II - The Transaction ............................................................................................................................................................ 19 Background to the Transaction ........................................................................................................................................... 19 The Transaction .................................................................................................................................................................. 19 Reasons for the Transaction ................................................................................................................................................ 21 Securities Law Matters ....................................................................................................................................................... 21 Regulatory Approvals and Filings ...................................................................................................................................... 22 Income Tax Considerations ................................................................................................................................................ 22 Concurrent Financing ......................................................................................................................................................... 22 Business Combination Agreement ...................................................................................................................................... 22 Representations and Warranties .......................................................................................................................................... 23 Conditions Precedent to the Amalgamation ........................................................................................................................ 23 Termination of the Business Combination Agreement ....................................................................................................... 25 Expenses ............................................................................................................................................................................. 25 Amendments ....................................................................................................................................................................... 25 Part III – Information Concerning Deal Pro .............................................................................................................................. 26 Corporate Structure............................................................................................................................................................. 26 General Development of the Business ................................................................................................................................ 26 Select Financial Information & Management’s Discussion and Analysis .......................................................................... 27 Description of the Securities ............................................................................................................................................... 27 Prior Sales ........................................................................................................................................................................... 28 Trading Price & Volume ..................................................................................................................................................... 28 Non-Arm’s Length Transactions ......................................................................................................................................... 28 Legal Proceedings............................................................................................................................................................... 29 Auditors, Transfer Agents and Registrars ........................................................................................................................... 29 Material Contracts .............................................................................................................................................................. 29 Part IV – Information Concerning Urban .................................................................................................................................. 30 Corporate Structure............................................................................................................................................................. 30 General Development of the Business ................................................................................................................................ 30 Industry Trends ................................................................................................................................................................... 31 Sources, Prices and Availability of Raw Materials ............................................................................................................. 39 Specialized Skills and Knowledge ...................................................................................................................................... 39 Environmental Regulations ................................................................................................................................................ 40 Cyclicality........................................................................................................................................................................... 40 Seasonality .......................................................................................................................................................................... 40 Marketing Plan and Business Strategies ............................................................................................................................. 40 Competition ........................................................................................................................................................................ 40 Facilities ............................................................................................................................................................................. 40 Employees .......................................................................................................................................................................... 41 Selected Financial Information & Management’s Discussion and Analysis ....................................................................... 41 Description of Securities .................................................................................................................................................... 41 Consolidated Capital ........................................................................................................................................................... 42 Dividends ............................................................................................................................................................................ 42 Prior Sales ........................................................................................................................................................................... 42 Executive Compensation .................................................................................................................................................... 43 Trading Price and Volume .................................................................................................................................................. 43 Non-Arm’s Length Transactions ......................................................................................................................................... 43 Legal Proceedings............................................................................................................................................................... 44 Auditors, Transfer Agents and Registrars ........................................................................................................................... 44

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Material Contracts .............................................................................................................................................................. 44

Part V – Information Concerning the Resulting Issuer .............................................................................................................. 45 Corporate Structure............................................................................................................................................................. 45 Class B Share Exchange Agreement ................................................................................................................................... 45 Narrative Description of the Business ................................................................................................................................ 45 Description of the Securities ............................................................................................................................................... 46 Pro Forma Consolidated Capitalization .............................................................................................................................. 55 Available Funds and Principal Purposes ............................................................................................................................. 57 Principal Securityholders .................................................................................................................................................... 59 Directors, Officers and Promoters ...................................................................................................................................... 59 Proposed Executive Compensation .................................................................................................................................... 65 Indebtedness of Directors and Officers............................................................................................................................... 66 Investor Relations Agreements ........................................................................................................................................... 66 Options to Purchase Securities ........................................................................................................................................... 67 Escrowed Securities ............................................................................................................................................................ 67 Auditor ................................................................................................................................................................................ 71 Transfer Agent and Registrar .............................................................................................................................................. 71 Part VI – Risk Factors ................................................................................................................................................................ 72 Part VII – General Matters ......................................................................................................................................................... 82 Sponsorship ........................................................................................................................................................................ 82 Experts ................................................................................................................................................................................ 82 Other Material Facts ........................................................................................................................................................... 82 Board Approval .................................................................................................................................................................. 82 Certificate of Deal Pro Capital Corporation .............................................................................................................................. 83 Certificate of Urban Utilities Contractors Inc. ........................................................................................................................... 84

Appendix “A” - Business Combination Agreement

Appendix “B” - Deal Pro’s audited financial statements for the year ended December 31, 2022 and unaudited financial statements for the three-month and nine-month periods ending September 30, 2023
Appendix “C” - Deal Pro’s Management Discussion & Analysis for the financial year ended December 31, 2022 and the three and nine-month periods ended September 30, 2023

Appendix “D” - Urban’s audited financial statements for the years ended September 30, 2023 and 2022

Appendix “E” - Urban’s Management Discussion & Analysis for the financial years ended September 30, 2023 and 2022 Appendix “F” - Unaudited pro forma financial statements of the Resulting Issuer

Appendix “G” - Deal Pro 2023 Equity Incentive Plan

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GLOSSARY

Unless otherwise indicated, whenever used in this Filing Statement, the following words and terms have the indicated meanings or, if not defined herein, have the meanings set out in Exchange Policy 1.1 – Interpretations. Words importing the singular, where the context requires, include the plural and vice versa and words importing any gender include all genders.

“ Affiliate ” means a Company that is affiliated with another Company as described below. A Company is an Affiliate of another Company if (a) one of them is the subsidiary of the other, or (b) each of them is controlled by the same Person. A Company is “controlled” by a Person if (i) voting securities of the Company are held, other than by way of security only, by or for the benefit of that Person, and (ii) the voting securities, if voted, entitle the Person to elect a majority of the directors of the Company. A Person beneficially owns securities that are beneficially owned by (A) a Company controlled by that Person, or (B) an Affiliate of that Person or an Affiliate of any Company controlled by that Person.

“ Amalco ” means “Urban Utilities Contractors Inc.”, the corporation resulting from the amalgamation of Deal Pro Subco and Urban pursuant to the Amalgamation.

“ Amalco Class B Shares ” means the Class B Shares in the capital Amalco and shall have the same attributes as the Urban Class B Shares.

“ Amalco Common Shares ” means the common shares in the capital of Amalco and shall have the same attributes as the Urban Common Shares.

“ Amalgamation ” means the amalgamation of Urban and Deal Pro Subco pursuant to the provisions of the OBCA proposed by the terms of the Business Combination Agreement and the Amalgamation Agreement, subject to any amendments or variations thereto made in accordance with the provisions of the Business Combination Agreement and Amalgamation Agreement.

“ Amalgamation Agreement ” means the agreement to be entered into between Deal Pro, Deal Pro Sub and Urban in respect of the Amalgamation, substantially in the form attached to Schedule “A” of the Business Combination Agreement.

“ Applicable Securities Laws ” means the Securities Act , the regulations promulgated thereunder and all other applicable Canadian Securities Laws.

“ Arm’s Length Transaction ” means a transaction which is not a Related Party Transaction.

“ Associate ” when used to indicate a relationship with a Person or Company, means (a) an issuer of which the Person or Company beneficially owns or controls, directly or indirectly, voting securities entitling him to more than 10% of the voting rights attached to outstanding securities of the issuer, (b) any partner of the Person or Company, (c) any trust or estate in which the Person or Company has a substantial beneficial interest or in respect of which a Person or Company serves as trustee or in a similar capacity, (d) in the case of a Person, a relative of that Person, including (i) that Person’s spouse or child, or (ii) any relative of the Person or of his spouse who has the same residence as that Person, but (e) where the Exchange determines that two Persons shall, or shall not, be deemed to be associates with respect to a Member firm, Member corporation or holding company of a Member corporation, then such determination shall be determinative of their relationships in the application of Rule D of the Exchange with respect to that Member firm, Member corporation or holding company.

“ Audit Committee ” means the audit committee of the Resulting Issuer, as appoint by the Resulting Issuer Board.

“ Board Reconstitution ” means the increase in the size of the board of directors of the Resulting Issuer to seven (7) members and the appointment to the Resulting Issuer Board, effective as of the Effective Time.

“ Business Combination Agreement ” means the business combination agreement providing for the Amalgamation dated February 8, 2024 among Deal Pro, Deal Pro Subco and Urban, together with the schedules attached thereto, as may be amended from time to time, a copy of which is available on SEDAR+ (www.sedarplus.ca) under Deal Pro’s issuer profile

“ Canadian Securities Laws ” means applicable Canadian provincial and territorial Securities Laws.

“ Capital Pool Company ” has the meaning given to it in Policy 2.4.

“ Change of Control ” includes situations where after giving effect to the contemplated transaction and as a result of such transaction (a) any one Person holds a sufficient number of the voting shares of the issuer or Resulting Issuer to affect materially

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the control of the issuer or Resulting Issuer, or (b) any combination of Persons, acting in concert by virtue of an agreement, arrangement, commitment or understanding hold in total a sufficient number of the voting shares of the issuer or Resulting Issuer to affect materially the control of the issuer or Resulting Issuer; where such Person or combination of Persons did not previously hold a sufficient number of voting shares to affect materially the control of the issuer or Resulting Issuer. In the absence of evidence to the contrary, any Person or combination of Persons acting in concert by virtue of an agreement, arrangement, commitment or understanding, holding more than 20% of the voting shares of the issuer or Resulting Issuer is deemed to materially affect the control of the issuer or Resulting Issuer.

“ Closing ” means the closing of the Transaction.

“ Closing Press Release ” means a press release announcing the consummation of the Transaction.

“ Company ” unless specifically indicated otherwise, means a corporation, incorporated association or organization, body corporate, partnership, trust, association or other entity other than an individual.

“ Completion of the Transaction ” means the date the Final Exchange Bulletin is issued by the Exchange.

“ Concurrent Financing ” means the non-brokered private placement of Urban Units at a price of $0.15 per Urban Unit for aggregate gross proceeds of a minimum of $200,000 (the “ Minimum Offering ”) and a maximum of $5,000,000 (the “ Maximum Offering ”), to be completed concurrently with the Closing.

“ Concurrent Financing Finder Warrants ” means the warrants to purchase Urban Units expected to be issued to third parties prior to Completion of the Transaction in connection with the Concurrent Financing.

“ Control Person ” means any Person or Company that holds or is one of a combination of Persons or Companies that holds a sufficient number of any of the securities of an issuer so as to affect materially the control of that issuer, or that holds more than 20% of the outstanding voting securities of an issuer except where there is evidence showing that the holder of those securities does not materially affect the control of the issuer.

“ CPC ” means a corporation (a) that has been incorporated or organized in a jurisdiction in Canada; (b) that has filed and obtained a receipt for a preliminary CPC prospectus from one or more of the securities regulatory authorities in compliance with the CPC policy; and (c) in regard to which the Completion of the Qualifying Transaction has not yet occurred.

“ CPC Escrow Agreement ” means the Form 2F CPC escrow agreement dated August 27, 2021 between Deal Pro, TSX Trust Company and certain of the Deal Pro Shareholders.

“ Deal Pro ” means Deal Pro Capital Corporation.

“ Deal Pro Board ” means the board of directors of Deal Pro prior to Closing.

“ Deal Pro Financial Statements ” means the audited financial statements of Deal Pro for year ended December 31, 2022 and 2021, together with the notes thereto, presented in Canadian dollars.

“ Deal Pro Interim Financial Statements ” means the unaudited interim financial statements of Deal Pro for the nine-month period ended September 30, 2023 together with the notes thereto, presented in Canadian dollars.

“ Deal Pro IPO ” means the initial public offering of Deal Pro which closed on October 22, 2021, Deal Pro sold 2,507,000 common shares at a price of $0.10 per share and raised gross proceeds of $250,700.

“ Deal Pro Shareholders ” means the registered holders of the Deal Pro Shares.

“ Deal Pro Shares ” means the common shares in the capital of Deal Pro of which 8,207,001 are issued and outstanding as at the date hereof.

“ Deal Pro Stock Option Plan ” means the incentive stock option plan adopted by the Deal Pro Board on June 25, 2021 and approved by the Deal Pro Shareholders for its directors, officers and consultants under which Deal Pro may grant Stock Options from time to time to acquire a maximum of 10% of the issued and outstanding Deal Pro Shares.

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“ Deal Pro Subco ” means 100773456 Ontario Inc., a corporation established under the laws of the Province of Ontario, a wholly owned subsidiary of Deal Pro, which will amalgamate with Urban pursuant to the Amalgamation.

“ Deal Pro Subco Shares ” means common shares in the capital of Deal Pro Subco.

“Exchange ” or the “ TSXV ” means the TSX Venture Exchange Inc.

“ Exchange Approval ” means the necessary approvals of the Exchange for the Transaction.

“ Exchange Bulletin ” means the bulletin issued by the Exchange following Closing and the submission of all final documents which evidences the final Exchange acceptance of the Transaction.

“ Filing Statement ” means this filing statement, together with all appendices attached hereto and including the summary hereof.

“ Final Exchange Bulletin ” means the exchange bulletin which is issued following the Closing and the submission of all documentation required by the Exchange and that evidences the final Exchange acceptance of the Transaction.

“ Finder ” means Guildhall Investment Corporation Limited, an arm’s length party to both of Deal Pro and Urban.

“ Finder’s Agreement ” means the financial and strategic advisory agreement dated October 1, 2022 entered into between the Finder and Urban.

“ General Security Agreement ” means the general security agreement dated January 15, 2024, between Deal Pro and Urban pursuant to which Urban granted a security interest over all of its present and future property as security for the Secured Loan.

“ Governmental Entity ” means: (i) any supranational body or organization, nation, government, state, province, country, territory, municipality, quasi-government, administrative, judicial or regulatory authority, agency, board, body, bureau, commission, instrumentality, court or tribunal or any political subdivision thereof, or any central bank (or similar monetary or regulatory authority) thereof, any taxing authority, any ministry or department or agency of any of the foregoing; (ii) any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any court; and (iii) any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of such entities or other bodies.

“ IFRS ” means international financial reporting standards.

“ Insider ” if used in relation to an issuer, means (a) a director or senior officer of the issuer; (b) a director or senior officer of the Company that is an Insider or subsidiary of the issuer; (c) a Person that beneficially owns or controls, directly or indirectly, voting shares carrying more than 10% of the voting rights attached to all outstanding voting shares of the issuer; or (d) the issuer itself if it holds any of its own securities.

“ Laws ” means any laws, including, without limitation, supranational, national, provincial, state, municipal and local civil, commercial, banking, tax, personal and real property, security, mining, environmental, water, energy, investment, property ownership, land use and zoning, sanitary, occupational health and safety laws, treaties, statutes, ordinances, judgments, decrees, injunctions, writs, certificates and orders, by-laws, rules, regulations, ordinances, protocols, codes, guidelines, policies, notices, directions or other requirements of any Governmental Entity.

“ Loan Agreement ” means the loan agreement dated January 15, 2024 between Deal Pro and Urban pursuant to which Deal Pro advance to Urban a secured loan in the amount of $75,000.

“MD&A ” means management’s discussion and analysis.

“ Name Change ” means the proposed change of Deal Pro’s name from “Deal Pro Capital Corporation” to “Urban Infrastructure Group Inc.”

“ Non-Arm’s Length Qualifying Transaction ” means a proposed Qualifying Transaction where the same party or parties or their respective Affiliates or Associates are Control Persons in both the CPC and in relation to the Significant Assets which are to be the subject of the proposed Qualifying Transaction.

“ OBCA ” means the Business Corporations Act (Ontario), and all regulations thereunder, as amended from time to time.

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“ Person ” means an individual, partnership, association, body corporate, joint venture, business organization, trustee, executor, administrative legal representative, Governmental Entity or any other entity, whether or not having legal status.

“ Policy 2.2 ” means Exchange Policy 2.2 – Sponsorship and Sponsorship Requirements

“ Policy 2.4 ” means Exchange Policy 2.4 – Capital Pool Companies .

“ Promoter ” means (a) a Person or Company who, acting alone or in conjunction with one or more other Persons, Companies or a combination thereof, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of an issuer, or (b) a Person or Company who, in connection with the founding, organizing or substantial reorganizing of the business of an issuer, directly or indirectly, receives in consideration of services or property, or both services and property, 10% or more of any class of securities of the issuer or 10% or more of the proceeds from the sale of any class of securities of a particular issue, but a Person or Company who receives such securities or proceeds either solely as underwriting commissions or solely in consideration of property shall not be deemed a promoter within the meaning of this definition if such Person or Company does not otherwise take part in founding, organizing, or substantially reorganizing the business.

“ Public Shareholder ” means a shareholder of a company that is not any of the following: (a) a Promoter of the company; (b) an Insider of the company; or (c) an Associate or an Affiliate of an Insider of the company.

“ Qualifying Transaction ” means a transaction where a CPC acquires Significant Assets other than cash, by way of purchase, amalgamation, merger or arrangement with another corporation or by other means, which for purposes of this Filing Statement, shall include the Amalgamation.

“ Related Party Transaction ” has the meaning ascribed to that term under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions and includes a Related Party Transaction that is determined by the Exchange, to be a Related Party Transaction. The Exchange may deem a transaction to be a Related Party Transaction where the transaction involves Non-Arm’s Length Parties, or other circumstances exist which may compromise the independence of the issuer with respect to the transaction.

“ Resulting Issuer ” means “Urban Infrastructure Group Inc.” (formerly known as Deal Pro Capital Corporation) upon Completion of the Transaction.

“ Resulting Issuer Board ” means the board of directors of the Resulting Issuer, as it will exist immediately following Closing.

“ Resulting Issuer Equity Incentive Plan ” has the meaning ascribed thereto under “ Part V – Information Concerning the Resulting Issuer - Description of the Securities – Resulting Issuer Equity Incentive Plan ”.

“ Resulting Issuer Pro Forma Financial Statements ” means the unaudited pro forma statement of financial position as at September 30, 2023 reflecting the acquisition of Urban, together with the notes thereto.

“ Resulting Issuer Shares ” means the common shares of the Resulting Issuer upon Completion of the Transaction.

“ Resulting Issuer Units ” means the units to be issued in exchange for the Urban Units (on a one for one basis) concurrently with the Closing consisting of one Resulting Issuer Share and one half of one Resulting Issuer Warrant.

“ Resulting Issuer Warrants ” means the warrants forming part of the Resulting Issuer Units to be issued in exchange (on a one for one basis) for the Urban Units concurrently with the Closing, each such Resulting Issuer Warrant being exercisable for one Resulting Issuer Share at an exercise price of $0.25 per Resulting Issuer Share for a period of 24 months from the Closing.

“ Reverse Takeover ” or “ RTO ” has the meaning ascribed to that term under Policy 5.2.

“ RTO Letter Agreement” means the non-binding letter of intent dated October 30, 2023 between Deal Pro and Urban with respect to, among other things, the Transaction.

“ Secured Loan ” has the meaning given to it under “ The Transaction – Secured Loan ”.

“ Securities Act ” means the Securities Act (Ontario) and the rules, regulations and published policies made thereunder, as now in effect and as they may be promulgated or amended from time to time.

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“ Securities Laws ” means Canadian Securities Laws and U.S. Securities Laws and all other applicable Securities Laws and applicable stock exchange rules and listing standards of the stock exchanges.

“ Significant Assets ” means one or more assets or businesses which, when purchased, optioned or otherwise acquired by Deal Pro, together with any other concurrent transactions, would result in Deal Pro meeting the initial listing requirements of the Exchange.

“ Stock Options ” means, collectively, the 570,000 stock options issued by Deal Pro on June 25, 2021 and the 250,700 stock options issued by Deal Pro on October 22, 2021, subject to the terms of the Deal Pro Stock Option Plan.

“ Transaction ” means the business combination among Deal Pro, Deal Pro Subco and Urban pursuant to which the Urban Shareholders will receive one Resulting Issuer Shares for each Urban Common Share and Urban Class A Share held (the “ Share Exchange Ratio ”) and Deal Pro will become the parent company of Amalco pursuant to the Amalgamation Agreement, which business combination will constitute a Reverse Takeover pursuant to the policies of the Exchange.

“ United States ” means the United States of America, its territories and possessions, any State of the United States and the District of Columbia.

“ Urban ” means Urban Utilities Contractors Inc. and shall also mean Amalco following the Completion of the Transaction.

“ Urban Class A Shares ” means the Class A Shares in the capital of Urban of which no Urban Class A Shares are issued and outstanding as at the date hereof.

“ Urban Class B Shares ” means the Class B Shares in the capital of Urban of which no Urban Class B Shares are issued and outstanding as at the date hereof.

“ Urban Common Shares ” means the common shares in the capital of Urban of which 100,000,000 Urban Common Shares are issued and outstanding as at the date hereof.

“ Urban Shareholders ” means the registered holders of Urban Class A Shares, excluding the subscribers of the Concurrent Financing.

“ Urban Securities ” means, collectively, the Urban Common Shares, the Urban Class A Shares and the Urban Class B Shares.

“ Urban Units ” means the units to be issued pursuant to the Concurrent Financing consisting of one Urban Common Share and one half of one Urban Warrant at an issue price of $0.15 per Urban Unit.

“ Urban Warrants ” means the warrants forming part of the Urban Units to be issued pursuant to the Concurrent Financing, each such Urban Warrant being exercisable for one Urban Share at an exercise price of $0.25 per Urban Common Share for a period of 24 months from the Closing.

“ U.S. Securities Laws ” means all applicable securities legislation in the U.S., including without limitation, the U.S. Securities Act of 1933 and the United States Securities Exchange Act of 1934 , as amended, and the rules and regulations promulgated thereunder, including judicial and administrative interpretations thereof, and the securities laws of the states of the U.S.

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GENERAL INFORMATION

Introduction

This Filing Statement is being prepared in accordance with Policy 2.4 and Exchange Form 3B2 in connection with, among other things, the Qualifying Transaction of Deal Pro by Urban. No person has been authorized to give any information or make any representation in connection with the Transaction or any other matters disclosed herein other than those contained in this Filing Statement and, if given or made, any such information or representation must not be relied upon as having been authorized.

Readers are cautioned not to construe the contents of this Filing Statement as legal, tax or financial advice and are advised to consult their own professional advisors in considering the relevant legal, tax, financial or other matters contained in this Filing Statement.

Any information concerning Urban contained in this Filing Statement has been provided by Urban. With respect to this information, the Deal Pro Board has relied exclusively upon Urban, without independent verification by Deal Pro. Although Deal Pro has no knowledge that would indicate that any of such information is untrue or incomplete, Deal Pro does not assume any responsibility for the accuracy or completeness of such information or the failure by Urban to disclose events which may have occurred or may affect the completeness or accuracy of such information but which are unknown to Deal Pro.

Unless otherwise indicated, any information concerning the Resulting Issuer in this Filing Statement is a reference to Deal Pro following the completion of the Transaction (assuming the Transaction is completed).

All capitalized terms used in this Filing Statement (including the Appendices, unless otherwise stated) but not otherwise defined herein have the meanings set forth under “Glossary”. Information contained in this Filing Statement is given as of February 14, 2024 unless otherwise specifically stated.

This Filing Statement does not constitute the solicitation of an offer to purchase any securities or the solicitation of a proxy by any person in any jurisdiction in which such solicitation is not authorized or in which the person making such solicitation is not qualified to do so or to any person to whom it is unlawful to make such solicitation.

Currency

Unless otherwise indicated, references to “$”, “CDN $”, “Canadian dollars” or “dollars” are to Canadian dollars.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Filing Statement contains certain statements that may constitute Forward-Looking Information under applicable securities laws. All statements, other than those of historical fact, which address activities, events, outcomes, results, developments, performance or achievements that Urban, Deal Pro and/or the Resulting Issuer anticipates or expects may or will occur in the future (in whole or in part) should be considered Forward-Looking Information. Such information may involve, but is not limited to, comments with respect to strategies, expectations, planned operations and future actions of the Resulting Issuer. Often, but not always, Forward-Looking Information can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or statements formed in the future tense or indicating that certain actions, events or results “may”, “could”, “would”, “might” or “will” (or other variations of the forgoing) be taken, occur, be achieved, or come to pass. Forward-Looking Information is based on currently available competitive, financial and economic data and operating plans, strategies or beliefs as of the date of this Filing Statement, but involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of Urban, Deal Pro or the Resulting Issuer, as applicable, to be materially different from any future results, performance or achievements expressed or implied by the Forward-Looking Information. Such factors may be based on information currently available to Urban, Deal Pro and the Resulting Issuer, including information obtained from third-party industry analysts and other third-party sources, and are based on management’s current expectations or beliefs regarding future growth, results of operations, future capital (including the amount, nature and sources of funding thereof) and expenditures. Any and all Forward-Looking Information contained in this Filing Statement is expressly qualified by this cautionary statement.

Forward-Looking Information contained in this Filing Statement include statements about: Urban’ expectations related to the use of proceeds from the Concurrent Financing; Urban’ ability to execute its business plan; Urban’ ability to attract and retain key personnel; Urban’ ability to compete with other companies that are developing or selling services and products that are competitive with Urban’ services and products; loss of material customers, loss of a key vendor or partner relationship; ability to attract and acquire target companies at reasonable valuations; and other regulatory requirements for portfolio companies to do business; Ability to maintain security and privacy protections in an environment with increasing hacking, ransomware attacks and online fraud; ability to deal with the demand for its products in a period of economic uncertainty; ability to raise debt financing; ability to complete the Amalgamation; satisfying the conditions precedent and covenants in the Business Combination Agreement; satisfying the requirements of the Exchange with respect to the Transaction; meeting the minimum listing requirements of the Exchange, and anticipated and unanticipated costs and other factors referenced in this Filing Statement, including, but not limited to, those set forth under the section entitled “Risk Factors”.A number of risks, uncertainties and other factors could cause actual results to differ materially from the results discussed in the Forward-Looking Information, including the factors discussed in the section entitled “Risk Factors” in this Filing Statement.

Forward-Looking Information reflects Urban’ current beliefs and is based on information currently available to Urban and on assumptions it believes to be not unreasonable in light of all of the circumstances. In some instances, material factors or assumptions are discussed in this Filing Statement in connection with statements containing Forward-Looking Information. Such material factors and assumptions include, but are not limited to: Deal Pro, Urban or the Resulting Issuer; Urban’ ability to compete with other companies that are competitive with Urban’ services; Urban’ ability to attract and retain key personnel; Urban’ ability to access the capital markets; completion of the Amalgamation; satisfying the conditions precedent and covenants in the Business Combination Agreement; satisfying the requirements of the Exchange with respect to the Transaction; meeting the minimum listing requirements of the Exchange, and anticipated and unanticipated costs and other factors referenced in this Filing Statement, including, but not limited to those set forth under the caption “Risk Factors”. Although Urban and Deal Pro have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in Forward-Looking Information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-Looking Information contained herein is made as of the date of this Filing Statement and, other than as required by law, Deal Pro and Urban disclaim any obligation to update any Forward-Looking Information, whether as a result of new information, future events or results or otherwise. There can be no assurance that Forward-Looking Information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on Forward-Looking Information.

This Filing Statement also contains statistical data, estimates and forecasts that are based on independent industry publications or other publicly available information, while other information is based on Urban’ internal sources. Although Urban believes that these third-party sources referred to in this Filing Statement are reliable, neither Urban nor Deal Pro has independently verified the information provided by these third parties. While Urban is not aware of any misstatements regarding any thirdparty information presented in this Filing Statement, their estimates, in particular, as they relate to projections, involve numerous assumptions, are subject to risks and uncertainties, and are subject to change based on various factors, including those discussed under “Risk Factors.”

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PART I SUMMARY OF FILING STATEMENT

The following is a summary of information relating to Deal Pro, Urban and the Resulting Issuer (assuming Completion of the Transaction and Concurrent Financing) and should be read together with the more detailed information and financial data and statements contained elsewhere in this Filing Statement. Reference is made to the definitions under the heading “Definitions” for the meaning of certain abbreviations and terms used in this Filing Statement and in this summary.

This Filing Statement has been prepared in accordance with Policy 2.4 and Exchange Form 3B2 - Information Required in a Filing Statement for a Qualifying Transaction.

Parties Deal Pro is a CPC existing under the laws of the Province of Ontario. The principal business of Deal Pro is to identify and evaluate opportunities for the acquisition of an interest in assets or businesses with a view to completing a Qualifying Transaction and once identified and evaluated, to negotiate an acquisition or participation subject to receipt of shareholders’ approval, where required, and acceptance for filing by the Exchange.

The registered and records office and principal place of business of Deal Pro is located at 95 Barber Greene Road, Suite 100, Toronto, Ontario M3C 3E9.

For additional information about Deal Pro, please see “ Part III – Information Concerning Deal Pro ”.

Deal Pro Subco was incorporated on January 19, 2024 under the OBCA. It is a wholly-owned subsidiary of Deal Pro that was incorporated for the purpose of carrying out the Transaction. In connection with the completion of the Transaction, Deal Pro Subco will amalgamate with Urban to form Amalco.

Urban was incorporated pursuant to the laws of the Province of Ontario and is a concrete and drain company focused on the low-rise construction sector.

For additional information bout Urban. Please see “ Part IV – Information Concerning Urban ”.

General Urban will complete a reverse takeover of Deal Pro by way of a three-cornered amalgamation pursuant to the terms of the Business Combination Agreement, following which Deal Pro will purchase all of the shares of Amalco that it does not own in exchange for Resulting Issuer Shares, as more particularly described in this Filing Statement.

The Transaction will qualify as Deal Pro’s Qualifying Transaction (as defined by the Exchange). On the closing of the Transaction, in accordance with the Business Combination Agreement, each Amalco Common and Class A Share not owned by Deal Pro outstanding immediately prior to the Effective Time will be exchanged for one Resulting Issuer Share. In addition, the Resulting Issuer and the registered holders of the Amalco Class B Shares will enter into a contractual agreement whereby the Resulting Issuer will have the right to acquire all of the issued and outstanding Amalco Class B Shares in exchange for Resulting Issuer Shares on an one for one basis. The right of the Resulting Issuer to acquire the Amalco Class B Shares shall be subject to the condition that upon the acquisition of the Amalco Class B Shares, the Resulting Issuer will be in compliance with the Exchange’s initial listing requirement as to the percentage of Resulting Issuer Shares held by Public Shareholders.

Information contained in this Filing Statement is given as at February 14, 2024 unless otherwise specifically stated.

The The Transaction will be effected in accordance with the terms of the Business Combination Agreement Transaction (a copy of which has been filed on SEDAR+ (www.sedarplus.ca) under Deal Pro’s issuer profile), subject to the satisfaction or waiver of all of the conditions precedent outlined in the Business Combination Agreement, including, among other things, obtaining the requisite Deal Pro Shareholder approval for the Name Change and Board Reconstitution.

Assuming the Transaction is completed in accordance with the Business Combination Agreement, the Transaction will, among other things, result in:

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(a) the Resulting Issuer’s name being changed to “Urban Infrastructure Group Inc.”, or such other name as may be proposed by the Resulting Issuer and accepted by the Exchange;
(b) a change in Deal Pro’s stock exchange ticker symbol from “DPCC.P” to “UIG”;
(c) the holders of Urban Class A Shares becoming holders of securities of the Resulting Issuer, including the subscribers under the Concurrent Financing becoming holders of Resulting Issuer Shares; and
(d) the Resulting Issuer Board being reconstituted to include: (i) Gary Alves; (ii) Ungad Chadda; (iii) Harold Wolkin; (iv) Magaly Bianchini; (v) Nicholas Thadaney; (vi) Mark Di Cristofaro; and (vii) Jennifer Labrecque, all as more particularly described in this Filing Statement.

The Transaction will qualify as Deal Pro’s Qualifying Transaction (as defined in the policies of the Exchange). Upon Closing, Deal Pro will be the Resulting Issuer and carry on the business and operations relating to Urban.

Immediately following the Completion of the Transaction and the Concurrent Financing, the following will be the issued and outstanding share capitalization of the Resulting Issuer:

Resulting Issuer Shares held by the Deal Pro Shareholders Resulting Issuer Shares issued to the Urban Shareholders Resulting Issuer Shares issued pursuant to the Finder’s Agreement Resulting Issuer Shares issued to investors in the Concurrent Financing Resulting Issuer Warrants issued to investors in the Concurrent Financing Resulting Issuer Shares to be issued on the acquisition of the Amalco Class B Shares(3) Concurrent Financing Finder Warrants issued to finders pursuant to the Concurrent Financing Stock Options issued to former directors, officers and advisors of Deal Pro Notes:	Number of Resulting Issuer Shares upon Completion of the Transaction and the Minimum Financing (1) 8,207,001 49,000,000 4,000,000 1,333,333 666,667 51,000,000 106,667 820,700	Number of Resulting Issuer Shares upon Completion of the Transaction and the Maximum Financing (2)
		8,207,001 100,000,000 5,333,333 33,333,333 16,666,667 - 2,666,667 820,700

Assuming the closing of the Minimum Financing and there being a total of 62,540,334 Resulting Issuer Shares issued and outstanding on Completion of the Transaction.
Assuming the closing of the Maximum Financing and there being a total of 146,873,668 Resulting Issuer Shares issued and outstanding on Completion of the Transaction.
The Amalco Class B Shares are being issued in order for the Resulting Issuer to meet the Exchange’s initial listing requirement as to the percentage of common shares held by Public Shareholders. The Resulting Issuer and the registered holders of the Amalco Class B Shares will enter into a contractual agreement whereby the Resulting Issuer will have the right to acquire all of the issued and outstanding Amalco Class B Shares in exchange for Resulting Issuer Shares on an one for one basis. The right of the Resulting Issuer to acquire the Amalco Class B Shares shall be subject to the condition that upon the acquisition of the Amalco Class B Shares, the Resulting Issuer will be in compliance with the Exchange’s initial listing requirement as to the percentage of Resulting Issuer Shares held by Public Shareholders.

The aggregate consideration being paid in connection with the Amalgamation to the Urban Shareholders is $15 million with a deemed price per Resulting Issuer Share of $0.15.

The foregoing figures are based on (i) the number of Deal Pro Shares outstanding as of the date hereof (being 8,207,001Deal Pro Shares), (ii) the number of Urban Shares to be issued to the subscribers of the Concurrent Financing (being 33,333,333 Urban Shares in the event that the Maximum Financing is

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completed in full and 1,333,333 Urban Shares in the event that the Minimum Financing is completed in full, which will be exchanged for 33,333,333 Resulting Issuer Shares or 1,333,333 Resulting Issuer Shares, respectively, upon the Amalgamation), (iii) the number of Urban Warrants to be issued to the subscribers of the Concurrent Financing (being 16,666,667 Urban Warrants in the event that the Maximum Financing is completed in full and 666,667 Urban Warrants in the event that the Minimum Financing is completed in full, which will be exchanged for 16,666,667 Resulting Issuer Warrants or 666,667 Resulting Issuer Warrants, respectively, upon the Amalgamation), and (iv) no securities exercisable, exchangeable or convertible for Deal Pro Shares being exercised, exchanged or converted prior to the completion of the Transaction.

See “ Part V – Information Concerning the Resulting Issuer ”.

Directors Officers and Promoters of the Resulting Issuer

Upon Completion of the Transaction, the Resulting Issuer Board and Resulting Issuer Officers shall be comprised of the individuals listed below. It is anticipated that the number and percentage of Resulting Issuer Shares over which such new directors and officers, and the Associates and Affiliates of such new directors and officers, exercise control, will be as set forth below:

Proposed Directors, Officers and Promoters Gary Alves (Chief Operating Officer & Director) Ungad Chadda (Chief Executive Officer & Director) Harold Wolkin Director Magaly Bianchini Director Nicholas Thadaney Director Mark Di Cristofaro Director Jennifer Labrecque Director John Ross Chief Financial Officer	Number and Percentage of Resulting Issuer Shares upon Completion of the Transaction and Minimum Financing and % of Class Held or Controlled (1) 46,876,667(4) 74.95% 2,123,333 3.39% 1,005,001 1.59% Nil Nil Nil Nil Nil	Number and Percentage of Amalco Class B Shares upon Completion of the Transaction and Maximum Financing and % of Class Held or Controlled(2) 33,123,333(5)(6) 64.95% 2,210,000(6) 4.33% Nil Nil Nil Nil Nil Nil	Number and Percentage of Resulting Issuer Shares upon Completion of the Transaction and Maximum Financing and % of Class Held or Controlled(3)
			80,000,000(4) 54.47% 4,333,333 2.95% 1,005,001 0.68% Nil Nil Nil Nil Nil

Notes:

Assuming there being a total of 62,540,334 Resulting Issuer Shares issued and outstanding on Completion of the Transaction.
Assuming there being a total of 51,000,000 Amalco Class B Shares issued and outstanding on Completion of the Transaction.
Assuming there being a total of 146,873,668 Resulting Issuer Shares issued and outstanding on Completion of the Transaction.
All of the Resulting Issuer Shares will be registered in the name two private companies incorporated pursuant to the laws of Ontario. Mr. Alves is the sole director and officer of each of the company and the registered shareholder of 50% of the issued and outstanding securities in the capital of the companies with Mr. Alves’ spouse being the registered shareholder of the remaining 50% of the issued and outstanding securities.
All of the Amalco Class B Shares will be registered in the name two private companies incorporated pursuant to the laws of Ontario. Mr. Alves is the sole director and officer of each of the company and the registered shareholder of 50% of the issued and outstanding securities in the capital of the companies with Mr. Alves’ spouse being the registered shareholder of the remaining 50% of the issued and outstanding securities.

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The Resulting Issuer and the registered holders of the Amalco Class B Shares will enter into a contractual agreement whereby the Resulting Issuer will have the right to acquire all of the issued and outstanding Amalco Class B Shares in exchange for Resulting Issuer Shares on an one for one basis. The right of the Resulting Issuer to acquire the Amalco Class B Shares shall be subject to the condition that upon the acquisition of the Amalco Class B Shares, the Resulting Issuer will be in compliance with the Exchange’s initial listing requirement as to the percentage of Resulting Issuer Shares held by Public Shareholders.

See “ Part V – Information Concerning the Resulting Issuer – Directors, Officers and Promoters ”.

Conditions to The Business Combination Agreement contains representations and warranties of and from each of Deal Completion of Pro, Deal Pro Subco and Urban, as well as covenants and various conditions precedent with respect to the Transaction each of Deal Pro, Deal Pro Subco and Urban, which are customary for transactions in the nature of the Transaction. The respective obligations of the Parties to complete the transactions contemplated by the Business Combination Agreement are subject to a number of conditions that must be satisfied or, in some instances, waived, in order for the Transaction to become effective, including, among other things: obtaining the requisite shareholder approvals and Exchange Approval; the Name Change; and the absence of any Material Adverse Change in respect of either Deal Pro or Urban. Readers are urged to carefully read the full text of the Business Combination Agreement, a copy of which has been filed on SEDAR+ (www.sedarplus.ca) under Deal Pro’s issuer profile.

See “ Part II – The Transaction ”.

Financing Prior to or concurrent with the Completion of the Transaction, Urban will undertake the Concurrent Financing, to be completed by way of a non-brokered private placement offering of Urban Units at an issue price of $0.15 per Urban Unit, raising minimum proceeds of $200,000 up to a maximum of $5,000,000.

Each Urban Unit will be comprised of one Urban Share and one-half of one Urban Warrant. Each whole Urban Warrant may be exercised to purchase one Urban Share at a price of $0.25 per share for a period of 24 months following the Closing. The net proceeds from the Concurrent Financing will be used for the Completion of the Transaction, for strategic growth initiatives, working capital and general corporate purposes.

Concurrent with the Completion of the Transaction, each Urban Unit will be exchanged for a Resulting Issuer Unit on an one for one basis.

Secured Loan Deal Pro has advanced $75,000 (the “ Secured Loan ”) to Urban by way of the Loan Agreement to fund a portion of transaction costs in connection with the Transaction

The Secured Loan shall have an annual interest rate of 0%. The Secured Loan shall mature and all principal and other amounts owing or outstanding under the Secured Loan will be due and payable on the earlier of: (i) the closing of the Transaction; (ii) December 31, 2024; (iii) the termination of the Transaction; and (iv) the occurrence of a default or event of default (or equivalent concept) as set out in the Loan Agreement.

$50,000 of the principal amount of the Secured Loan (plus all fees, expenses and other amounts payable pursuant to the Secured Loan and the Loan Agreement) shall be secured by way of the General Security Agreement and registration pursuant to the Personal Property Security Act against Urban with respect to the universality of all of its movable (personal) property, present and future, corporeal and incorporeal, of whatever nature or wherever situated.

Sponsorship Deal Pro and Urban have obtained an exemption of the sponsorship requirements of the Exchange.

See “ Information Concerning the Resulting Issuer – General Matters ”.

Arm’s Length The Transaction is an Arm’s Length Transaction, the terms of which were determined pursuant to arm’s Transaction length negotiations between the management of each of Deal Pro and Urban.

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Purpose of the Deal Pro’s current business activities are limited. In view of the current stage of Deal Pro’s operations, Transaction Deal Pro’s management regularly considers and discusses potential Transaction acquisition opportunities with a view to completing a Qualifying Transaction.

Urban’s business is focused on the concrete and drain sector of the low-rise construction industry. The completion of the Transaction will enable Urban to continue scaling its business, both organically and through acquisitions. Urban will be a significant shareholder of the Resulting Issuer following the completion of the Transaction.

The Resulting Issuer will be well-capitalized after giving effect to the Transaction and, with the acquisition of Urban, will be well-positioned as a concrete and drain company.

The Deal Pro Board considers the completion of the Qualifying Transaction with Urban to be a positive development for Deal Pro based on the terms of the Business Combination Agreement and the expected resulting benefits of the Transaction, which include but are not limited to, the:

(a) proven track-record of the board, management and industry expertise of the Resulting Issuer; (b) strong balance sheet and capitalization of the Resulting Issuer; and
(c) enhanced market profile of “Urban Infrastructure Group Inc.” and expected access to capital of the Resulting Issuer.

Interest of No Insider, Promoter or Control Person of Deal Pro, and no Associate or Affiliate of the same, has any Insiders interest in or will receive any consideration as a result of the Transaction other than that which arises from their current holding of Deal Pro Shares.

Estimated Deal Pro and Urban estimate that upon giving effect to the Transaction and the Concurrent Financing Funds Available (assuming that the Concurrent Financing is completed in full), the Resulting Issuer would have available funds of approximately $919,887 (in the event that the Minimum Financing is completed and $4,935,887 (in the event that Maximum Financing is completed) as set out in the following table:

Sources of Funds		Estimated Amount Assuming the Completion of the Minimum Financing (CDN$) 1,035,887 184,000 (300,000)	Estimated Amount Assuming Completion of the Maximum Financing (CDN$) 1,035,887 4,600,000 (700,000)
Estimated Working Capital as at December 31, 2023(1) Net Cash from Financing Less: Estimated Expenses of Transaction & Concurrent Financing(2) Total Estimated Available Funds
		919,887	4,935,887

Notes:

This amount does not include $1,202,414 in accounts receivable as it was excluded from working capital due to Urban adopting a conservative approach. The receivable primarily relates to amounts invoiced to a specific customer. Urban has been actively engaging with the customer to resolve the outstanding balance. As a result of non-payment, Urban commenced several construction lien actions against the customer. The customer has fully paid all amounts owed to Urban into the court. Management of Urban believes that it will be successful in recovering at least 50% of the receivable, or approximately $601,207 (the “Litigation Amount”). In the event that Urban recovers the Litigation Amount, the Resulting Issuer would have available funds of approximately $1,521,094 (in the event that the Minimum Financing is completed) and $5,537,094 (in the event that Maximum Financing is completed). It is expected that approximately $1,000,000 (assuming that the completion of the Minimum Financing) and $4,500,000 (assuming the completion of the Minimum Financing) will be used to fund growth initiatives. The amount to be used for business development and marketing will remain the same at $250,000 (assuming the completion of the Minimum Financing) and $500,000 (assuming the completion of the Minimum Financing).
Includes expected cash commission, audit, listing, legal and miscellaneous fees

Upon closing of the Transaction, the Resulting Issuer expects to have positive working capital (net of financing and transaction costs) of approximately $919,887 (in the event that the Minimum Financing is completed and $4,935,887 (in the event that Maximum Financing is completed). During the 18 months

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following Closing, it is expected that approximately $500,000 (assuming the completion of the Minimum Financing) and $4,000,000 (assuming the completion of the Minimum Financing) will be used to fund growth initiatives. The remaining funds are expected to be used for working capital and general corporate purposes. There may be circumstances where, for sound business reasons, the Resulting Issuer reallocates the funds for different purposes.

Other than as otherwise disclosed in this Filing Statement, there are no payments intended to be made from the estimated available funds to non-arm’s length parties except for such payments to be made in the ordinary course of business.

See “ Part V - Information Concerning the Resulting Issuer ”.

Principal Purposes of Funds

The following table sets forth the principal purposes for which the estimated funds available to the Resulting Issuer upon completion of the Transaction and the Concurrent Financing will be used and the current estimated amounts to be used for each such principal purpose:

Use of Funds		Estimated Amount Assuming the Completion of the Minimum Financing (CDN$) 500,000 - 250,000 169,887	Estimated Amount Assuming Completion of the Maximum Financing (CDN$) 4,000,000 - 500,000 435,887
Fund for Future Acquisitions Working Capital(1) Business Development and Marketing Unallocated Proceeds Total Use of Proceeds(2)
		919,887	4,935,887

Note:

Working Capital will be funded through the business operations of the Resulting Issuer.
These amount does not include $1,202,414 in accounts receivable as it was excluded from working capital due to Urban adopting a conservative approach. The receivable primarily relates to amounts invoiced to a specific customer. Urban has been actively engaging with the customer to resolve the outstanding balance. As a result of non-payment, Urban commenced several construction lien actions against the customer. The customer has fully paid all amounts owed to Urban into the court. Management of Urban believes that it will be successful in recovering at least 50% of the receivable, or approximately $601,207 (the “Litigation Amount”). In the event that Urban recovers the Litigation Amount, the Resulting Issuer would have available funds of approximately $1,521,094 (in the event that the Minimum Financing is completed) and $5,537,094 (in the event that Maximum Financing is completed). It is expected that approximately $1,000,000 (assuming that the completion of the Minimum Financing) and $4,500,000 (assuming the completion of the Minimum Financing) will be used to fund growth initiatives. The amount to be used for business development and marketing will remain the same at $250,000 (assuming the completion of the Minimum Financing) and $500,000 (assuming the completion of the Minimum Financing).

During the 18 months following Closing, it is expected that approximately $500,000 (assuming the completion of the Minimum Financing) and $4,000,000 (assuming the completion of the Maximum Financing) will be used to fund growth initiatives. The remaining funds are expected to be used for working capital and general corporate purposes. There may be circumstances where, for sound business reasons, the Resulting Issuer reallocates the funds for different purposes.

See “ Part V - Information Concerning the Resulting Issuer ”.

Select Pro The following table sets out certain pro forma financial information for the Resulting Issuer assuming Forma completion of the Transaction. The following information should be read in conjunction with the Financial Resulting Issuer Pro Forma Financial Statements set forth in this Filing Statement. Please see Appendix Information “F” - “ Unaudited Pro Forma Financial Statements of the Resulting Issuer ”.

Current Assets Total Assets	Deal Pro (as at 09.30.23) $236,229 $236,229	Urban (as at 09.30.23) $3,395,392 $3,733,219	Pro Forma Adjustments $(319,750) $(319,750)	Resulting Issuer Pro Forma Consolidation
				$3,311,871 $3,649,698

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	Current Liabilities $34,661 $1,637,274 $300,000 $1,971,935
	Total Liabilities $34,661 $2,106,709 $300,000 $2,441,370
	Shareholders’ Equity $201,568 $1,626,510 $(619,750) $1,208,328
Market for	The Deal Pro Shares are listed on the Exchange under the symbol “DPCC.P”. The Deal Pro Shares were
Securities and	halted from trading on November 1, 2023 in connection with the announcement of the Transaction. The
Trading Price	closing price of the outstanding Deal Pro Shares on the Exchange on October 31, 2023, being the last
	trading day immediately prior to the announcement of the Transaction, was $0.025 per Deal Pro Share.
Exchange	Deal Pro intends to complete the Transaction, which is not a Non-Arm’s Length Qualifying Transaction,
Approval	in accordance with Exchange policies. The Exchange has conditionally accepted the Transaction subject
	to Deal Pro fulfilling all of the requirements of the Exchange. The proposed Transaction is subject to
	acceptance by the Exchange, and Deal Pro will not proceed with the Transaction if regulatory acceptance
	or approval is not obtained. There can be no assurance that all of the requisite approvals will be granted
	on a timely basis or on conditions satisfactory to Deal Pro or that approvals will be granted at all.

Shareholder As the Transaction is an Arm’s Length Transaction, Deal Pro is not required to obtain shareholder Approval approval. In connection with the Transaction, Deal Pro held a special meeting of shareholders on January 16, 2024, where the Deal Pro Shareholders adopted resolutions approving, among other things, the Name Change, the Board Reconstitution and the Resulting Issuer Equity Incentive Plan.

On February 8, 2024, Urban Shareholders adopted a resolution approving the Amalgamation.

See “ Part II – The Transaction ”.

Conflicts of The directors of the Resulting Issuer will be required by law to act honestly and in good faith with a Interest view to the best interests of the Resulting Issuer and to disclose any interests that they may have in any project or opportunity of the Resulting Issuer. If a conflict of interest arises at a meeting of the Resulting Issuer Board, any director with a conflict will disclose his or her interest and abstain from voting on such matter in accordance with the OBCA.

Other than as disclosed herein, there are no known existing or potential conflicts of interest between the Resulting Issuer and its proposed Promoters, directors and officers or other proposed members of management of the Resulting Issuer as a result of their outside business interests, except that certain of the directors, officers and Promoters serve as directors and officers of other companies, and therefore it is possible that a conflict may arise between their duties to the Resulting Issuer and their duties as a director or officer of such other companies.

See “ Part V – Information Concerning the Resulting Issuer ”.

Interests of To Deal Pro’s and Urban’s knowledge, no person or company whose profession or business gives Experts authority to a statement made by the person or company and who is named as having prepared or certified a part of this Filing Statement or as having prepared or certified a report or valuation described or included in this Filing Statement holds any beneficial interest, direct or indirect, in any securities or property of Deal Pro, Urban or the Resulting Issuer or an Associate or Affiliate of the foregoing.

Risk Factors The securities of Deal Pro and the Resulting Issuer should be considered a highly speculative investment and investors should carefully consider the following information about these risks, together with other information contained herein. If any of the following risks actually occur, the Resulting Issuer’s business, results of operations and financial condition could suffer significantly.

Risks and uncertainties, including those currently unknown to or considered immaterial by Deal Pro and Urban may also adversely affect the business of Deal Pro and the Resulting Issuer going forward.

See “ Part IV – Risk Factors ”.

Indebtedness of No current or former directors, executive officers or employees of Deal Pro, or any subsidiary thereof, Directors and have any indebtedness owing to Deal Pro or any subsidiary thereof. Officers

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Additional Additional information is available on SEDAR+ (www.sedarplus.ca) under Deal Pro’s issuer profile, Information including financial information provided in the Deal Pro Financial Statements, Deal Pro Interim Financial Statements and related management discussion and analysis. Copies of Deal Pro’s financial statements and management discussion and analysis can be requested from Deal Pro at 95 Barber Greene Road, Suite 100, Toronto, Ontario, M3C 3E9.

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PART II THE TRANSACTION

Background to the Transaction

The Transaction is an Arm’s Length Transaction, the terms of which were determined pursuant to arm’s length negotiations between the management of each of Deal Pro and Urban. Such negotiations took place on an ongoing basis between September and October 2023, resulting in the execution of the RTO Letter Agreement dated October 30, 2023.

The RTO Letter Agreement outlined the proposed terms and conditions of a reverse takeover of Deal Pro by Urban by way of share exchange or other acceptable means. It was later determined that the Transaction will be done by way of a three-cornered amalgamation involving a wholly-owned subsidiary of Deal Pro, as a result of which the wholly-owned subsidiary of Deal Pro would acquire Urban, all as more specifically to be provided in a definitive agreement to be entered into between Deal Pro and Urban.

The terms of the RTO Letter Agreement were jointly disseminated by Urban and Deal Pro on November 1, 2023 after markets closed, and the Deal Pro Shares were halted on November 1, 2023. The last price at which Deal Pro Shares were quoted at was $0.025 per Deal Pro Share as at October 31, 2023.

Following the execution of the RTO Letter Agreement, Urban and Deal Pro were engaged in further due diligence, structuring and negotiations of the terms and conditions of the Transaction. After careful consideration, the Deal Pro Board determined, with advice from legal advisors, that the Transaction is in the best interests of Deal Pro, and authorized and approved the entering into and execution of the definitive Business Combination Agreement and the transactions contemplated thereby. On January 31, 2024, Deal Pro and Urban executed the Business Combination Agreement, which contain the definitive terms of the proposed Transaction.

All summaries of, and references to, the Business Combination Agreement in this Filing Statement are qualified in their entirety by reference to the complete text of the Business Combination Agreement, a copy of which are available on SEDAR+ (www.sedarplus.ca) under Deal Pro’s issuer profile.

The Transaction

The Business Combination Agreement provides for the Amalgamation of Urban and Deal Pro Subco to form Amalco, pursuant to a three-cornered amalgamation under the OBCA. Upon the Amalgamation, the Urban Common Shares and Urban Class A Shares outstanding immediately prior to the Effective Time will be exchanged for Resulting Issuer Shares on the basis of one Resulting Issuer Share for each Urban Common and Class A Share and the Urban Class B Shares will be exchanged for Amalco Class B Shares on the basis of one Amalco Class B Shares for each Urban Class B Share. In addition, the Resulting Issuer and the registered holders of the Amalco Class B Shares will enter into a contractual agreement whereby the Resulting Issuer will have the right to acquire all of the issued and outstanding Amalco Class B Shares in exchange for Resulting Issuer Shares on an one for one basis. The right of the Resulting Issuer to acquire the Amalco Class B Shares shall be subject to the condition that upon the acquisition of the Amalco Class B Shares, the Resulting Issuer will be in compliance with the Exchange’s initial listing requirement as to the percentage of Resulting Issuer Shares held by Public Shareholders.

The issuance of the Amalco Class B Shares are being issued to certain Urban Shareholders in order to ensure that the Resulting Issuer will be in compliance with the Exchange’s initial listing requirement as to the percentage of Resulting Issuer Shares held by Public Shareholders.

The Business Combination Agreement also contemplates that prior to the Effective Time of the Amalgamation, Deal Pro will change its name to “Urban Infrastructure Group Inc.” In addition, the Business Combination Agreement contemplates the reconstitution of the Resulting Issuer Board and management of the Resulting Issuer concurrently with the Closing.

Completion of the Transaction is subject to, among other things, the Name Change and Board Reconstitution being approved by the Deal Pro Shareholders at the Meeting (such approval was obtained at the special meeting of Deal Pro Shareholders held on January 16, 2024).

Assuming the conditions to the completion of the Transaction set out in the Business Combination Agreement are satisfied or waived (if applicable), including the receipt of certain regulatory approvals, then the Transaction will, among other things, result in:

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(a) the Resulting Issuer’s name being changed to “Urban Infrastructure Group Inc.”, or such other name as may be proposed by the Resulting Issuer and accepted by the Exchange;
(b) Urban Shareholders owning up to 100,000,000 Resulting Issuer Shares (assuming the completion of the Maximum Financing or the acquisition of all of the Amalco Class B Shares);
(c) the subscribers under the Concurrent Financing becoming holders of 33,333,333 Resulting Issuer Shares (assuming the completion of the Maximum Financing);
(d) the subscribers under the Concurrent Financing becoming holders of 16,666,667 Resulting Issuer Warrants (assuming the completion of the Maximum Financing); and
(e) the Resulting Issuer Board being reconstituted to include: (i) Gary Alves; (ii) Ungad Chadda; (iii) Harold Wolkin; (iv) Magaly Bianchini; (v) Nicholas Thadaney; (vi) Mark Di Cristofaro; and (vii) Jennifer Labrecque, all as more particularly described in this Filing Statement,

all as more particularly described in this Filing Statement.

The expected composition of the Resulting Issuer Board is further described in “ Part V – Information Concerning the Resulting Issuer ”.

Concurrently with the Closing, the management of the Resulting Issuer will be reconstituted to include (i) Ungad Chadda (Chief Executive Officer); (ii) Gary Alves (Chief Operating Officer and (iii) John Ross (Chief Financial Officer).

Following the Completion of the Transaction and the Concurrent Financing, the following is issued and outstanding share capitalization of the Resulting Issuer:

Resulting Issuer Shares held by the Deal Pro Shareholders Resulting Issuer Shares issued to the Urban Shareholders Resulting Issuer Shares issued pursuant to the Finder’s Agreement Resulting Issuer Shares issued to investors in the Concurrent Financing Resulting Issuer Shares to be issued on the acquisition of the Amalco Class B Shares(3) Resulting Issuer Warrants issued to investors in the Concurrent Financing Concurrent Financing Finder Warrants issued to finders pursuant to the Concurrent Financing Stock Options issued to former directors, officers and advisors of Deal Pro	Number of Resulting Issuer Shares upon Completion of the Transaction and the Minimum Financing (1) 8,207,001 49,000,000 4,000,000 1,333,333 51,000,000 666,667 106,667 820,700	Number of Resulting Issuer Shares upon Completion of the Transaction and the Maximum Financing (2)
		8,207,001 100,000,000 5,333,333 33,333,333 - 16,666,667 2,666,667 820,700

Notes:

Assuming there being a total of 62,540,334 Resulting Issuer Shares issued and outstanding on Completion of the Transaction. 2. Assuming there being a total of 146,873,668 Resulting Issuer Shares issued and outstanding on Completion of the Transaction.

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The Resulting Issuer and the registered holders of the Amalco Class B Shares will enter into a contractual agreement whereby the Resulting Issuer will have the right to acquire all of the issued and outstanding Amalco Class B Shares in exchange for Resulting Issuer Shares on a one for one basis. The right of the Resulting Issuer to acquire the Amalco Class B Shares shall be subject to the condition that upon the acquisition of the Amalco Class B Shares, the Resulting Issuer will be in compliance with the Exchange’s initial listing requirement as to the percentage of Resulting Issuer Shares held by Public Shareholders.

The aggregate consideration being paid in connection with the Amalgamation to the current Urban Shareholders, the subscribers to the Concurrent Financing (assuming the completion of the Maximum Financing) and the Finder is $20,800,000 with a deemed price per Resulting Issuer Share of $0.15.

The foregoing figures are based on (i) the number of Deal Pro Shares outstanding as of the date hereof (being 8,207,001), (ii) the number of Urban Shares to be issued to the subscribers of the Concurrent Financing (being 33,333,333 Urban Shares in the event that the Maximum Financing is completed in full and 1,333,333 Urban Shares in the event that the Minimum Financing is completed in full, which will be exchanged for 33,333,333 Resulting Issuer Shares or 1,333,333 Resulting Issuer Shares, respectively, upon the Amalgamation), (iii) the number of Urban Warrants to be issued to the subscribers of the Concurrent Financing (being 16,666,667 Urban Warrants in the event that the Maximum Financing is completed in full and 666,667 Urban Warrants in the event that the Minimum Financing is completed in full, which will be exchanged for 16,666,667 Resulting Issuer Warrants or 666,667 Resulting Issuer Warrants, respectively, upon the Amalgamation), and (iv) no securities exercisable, exchangeable or convertible for Deal Pro Shares being exercised, exchanged or converted prior to the completion of the Transaction.

Reasons for the Transaction

Deal Pro’s current business activities are limited. Deal Pro’s management regularly considers and discusses potential acquisition opportunities with a view to completing a Qualifying Transaction for the purposes of maximizing shareholder value.

Urban’ business activities are focused on the concrete and drain sector of the low-rise construction sector. See “ Part IV – Information Concerning Urban – Narrative Description of the Business ” and “ Part IV – Information Concerning Urban - Two Year History ” for further details.

The Resulting Issuer will be well-capitalized after giving effect to the Concurrent Financing and, with the acquisition of Urban, will be well-positioned as a concrete and drain contractor.

The Deal Pro Board considers the proposed Qualifying Transaction with Urban to be a positive development for Deal Pro based on the terms of the Business Combination Agreement and the expected resulting benefits of the Transaction, which include but are not limited to, the:

(a) proven track-record of the board, management and industry expertise of the Resulting Issuer;
(b) strong balance sheet and capitalization of the Resulting Issuer (assuming completion of the Concurrent Financing); and
(c) enhanced market profile of “Urban Infrastructure Group Inc.” and expected access to capital of the Resulting Issuer.

In coming to its conclusions and recommendations, the Deal Pro Board considered a number of factors including the following:

(a) the support of the financing community;
(b) the terms and conditions of the Business Combination Agreement;
(c) the proven track-record and significant experience of the proposed new directors and management of the Resulting Issuer; and
(d) such other information concerning the financial condition, results of operations, business plans and prospects of Deal Pro, Urban and the Resulting Issuer and the resulting potential for enhanced business efficiency, management effectiveness and financial results of the Resulting Issuer.

Securities Law Matters

Deal Pro is currently a reporting issuer in the Provinces of British Columbia, Alberta and Ontario. The Deal Pro Shares are currently listed on the Exchange under the symbol “DPCC.P”. Following completion of the Transaction, the Resulting Issuer intends to be renamed “Urban Infrastructure Group Inc.” and trade under a new symbol “UIG”.

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The Exchange has conditionally accepted the Transaction subject to Deal Pro fulfilling all of the requirements of the Exchange. It is a condition of Closing that the Exchange shall have conditionally approved the listing thereon, subject to official notice of issuance, of the Resulting Issuer Shares issuable pursuant to the Transaction as of the Closing Date, with final notice of issuance to be provided by the Exchange as soon as possible thereafter.

Regulatory Approvals and Filings

Exchange Approval

Deal Pro intends to complete the Transaction in accordance with Exchange policies. Deal Pro has made an application to the Exchange in order to obtain all approvals required in respect of the Transaction. The proposed Transaction is subject to acceptance by the Exchange, and Deal Pro will not proceed with the Transaction if regulatory acceptance or approval is not obtained. There can be no assurance that all of the requisite approvals will be granted on a timely basis or on conditions satisfactory to Deal Pro or that approvals will be granted at all.

Sponsorship

Sponsorship in the context of a Qualifying Transaction is required by the Exchange unless exempt in accordance with Policy 2.2. Deal Pro has obtained an exemption from the Exchange’s sponsorship requirements.

Deal Pro Shareholder Approval

As the Transaction is an Arm’s Length Transaction, Deal Pro is not required to obtain shareholder approval. However, completion of the Transaction was subject to, among other things, the Consolidation and Board Reconstitution being approved by the Deal Pro Shareholders. On January 16, 2024, Deal Pro Shareholders adopted resolutions approving such matters.

Income Tax Considerations

The tax consequences of the Transaction for each Deal Pro Shareholder will depend upon each Deal Pro Shareholder’s particular circumstances. Accordingly, all Deal Pro Shareholders should consult their own independent tax advisors for advice with respect to the income tax consequences of the Transaction applicable to them having regard to their own particular circumstances.

Concurrent Financing

Prior to or concurrent with the Completion of the Transaction, Urban will undertake the Concurrent Financing, a non-brokered private placement offering of Urban Units at an issue price of $0.15 per Urban Unit, raising minimum gross proceeds of $200,000 up to a maximum of $5,000,000.

In connection with the Concurrent Financing, Urban may pay finders a cash fee equal to 8% of the gross proceeds raised and issue Concurrent Financing Finder Warrants equal to 8% of the number of Urban Units issued in connection with the Concurrent Financing. Each Concurrent Financing Finder Warrant is exercisable by the holder thereof to purchase one Urban Unit at a price of $0.15 per Urban Unit for a period of 24 months from the date of Closing.

Business Combination Agreement

The Transaction will be carried out pursuant to the Business Combination Agreement. The following is a summary of the principal terms of the Business Combination Agreement. This summary does not purport to be complete and is qualified in its entirety by reference to the Business Combination Agreement, which has been filed on SEDAR+ (www.sedarplus.ca) under Deal Pro’s issuer profile and which is appended hereto as Appendix “A”.

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On February 8, 2024, Deal Pro, Deal Pro Subco and Urban entered into the Business Combination Agreement to implement the Transaction. Pursuant to the terms of the Business Combination Agreement, Deal Pro, Deal Pro Subco and Urban agreed that, subject to the terms and conditions set forth therein:

(a) Deal Pro Subco will amalgamate with Urban under the provisions of the OBCA to form Amalco;
(b) the Urban Securities will be cancelled, and the former holders of the Urban Securities (including the subscribers to the Concurrent Financing) will receive one Resulting Issuer Common Shares for each Urban Common Share and Urban Class A Share held by them;
(c) each Urban Warrant will be cancelled, and the former holders of such securities will receive economically equivalent Resulting Issuer Warrants;
(d) the holders of the Urban Class B Shares and the Resulting Issuer will enter into a contractual relationship whereby the Resulting Issuer will acquire the Urban Class B Shares in exchange for Resulting Issuer Shares on an one for one basis; and
(d) the Resulting Issuer will have obtained conditional approval of the TSXV for the listing on the TSXV of the Resulting Issuer Common Shares, as required by TSXV policies.

Pursuant to the Business Combination Agreement, the Parties also agreed that (i) in connection with the Transaction, and subject to receiving Deal Pro Shareholder approval, Deal Pro will be renamed “Urban Infrastructure Group Inc.”, and (ii) concurrently with the completion of the Transaction, the directors of the Resulting Issuer, following all necessary resignations and appointments, will be comprised of the following individuals: (i) Gary Alves; (ii) Ungad Chadda; (iii) Harold Wolkin; (iv) Magaly Bianchini; (v) Nicholas Thadaney; (vi) Mark Di Cristofaro; and (vii) Jennifer Labrecque.

The terms of the Business Combination Agreement are the result of arms’ length negotiations conducted between representatives of the Urban Board and Deal Pro Board and their respective advisors.

Representations and Warranties

The Business Combination Agreement contains representations and warranties made by Deal Pro and Deal Pro Subco to Urban and representations and warranties made by Urban to Deal Pro and Deal Pro Subco.

The representations and warranties provided by Deal Pro and Deal Pro Subco in favour of Urban relate to among other things: (a) organization; (b) authority to enter into the Business Combination Agreement and perform obligations thereunder; (c) the execution and delivery of the Business Combination Agreement and performance by it not resulting in breach of, default under or conflict with: (i) its constating documents; (ii) shareholders’ or directors’ resolutions; (iii) any statute, rule or regulation; (iv) mortgage, indenture, agreement or other commitments; (v) giving rise to any termination or acceleration of indebtedness; or (vi) resulting in the creation or imposition of any encumbrance of Deal Pro Shares or the assets of Deal Pro and Deal Pro Subco; (d) qualification to operate its business in ordinary course; (e) compliance with applicable laws; (f) assets and liabilities; (g) maintenance of corporate records and internal controls relating to corporate records and financial reporting; (h) absence of certain changes or events; (i) share capital; (j) securities matters, including Deal Pro’s status as a reporting issuer and compliance with Securities Laws and Exchange rules and regulations; (k) litigation; and (l) Taxes.

The representations and warranties provided by Urban in favour of Deal Pro relate to among other things: (a) organization; (b) authority to enter into the Business Combination Agreement and perform obligations thereunder; (c) the execution and delivery of the Business Combination Agreement and performance by it not resulting in breach of, default under or conflict with: (i) its constating documents; (ii) shareholders’ or directors’ resolutions; (iii) any statute, rule or regulation; (iv) mortgage, indenture, agreement or other commitments; (v) giving rise to any termination or acceleration of indebtedness; or (vi) resulting in the creation or imposition of any encumbrance of Deal Pro Shares or the assets of Deal Pro and Deal Pro Subco; (d) qualification to operate its business in ordinary course; (e) compliance with applicable laws; (f) assets and liabilities; (g) maintenance of corporate records and internal controls relating to corporate records and financial reporting; (h) absence of certain changes or events; (i) share capital; (j) securities matters, including Deal Pro’s status as a reporting issuer and compliance with Securities Laws and Exchange rules and regulations; (k) litigation; (l) labour / employment matters; and (m) Taxes.

Conditions Precedent to the Amalgamation

The Transaction is subject to the customary conditions precedent set out in the Business Combination Agreement including but not limited to:

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Mutual Conditions Precedent

(a) each of Deal Pro Subco and Urban have received the requisite approval of their respective shareholders for the adoption of the Business Combination Agreement and the completion of the Amalgamation as required by the OBCA;
(b) the conditional approval of the Exchange for the listing thereon of the Resulting Issuer Shares to be issued to Urban Shareholders pursuant to the Business Combination Agreement has been received;
(c) Deal Pro shall have completed the Name Change;
(d) an escrow agreement shall have been entered into with all of the persons required to be parties thereto under the policies of the TSXV;
(e) the issuance of the Resulting Issuer Shares to Urban Shareholders pursuant to the Business Combination Agreement is exempt from the prospectus and registration requirements of Applicable Securities Laws either by virtue of exemptive relief from securities regulatory authorities of each of the provinces of Canada or by virtue of exemptions under Applicable Securities Laws and shall not be subject to resale restrictions under Applicable Securities Laws (other than as applicable to Control Persons or pursuant to Section 2.5 of National Instrument 45-102 – Resale of Securities);
(f) all other approvals, consents and orders that are necessary or advisable for the consummation of the Amalgamation or other transactions contemplated herein, have been obtained or received from the Persons, authorities or bodies having jurisdiction in the circumstances, all on terms satisfactory to each of the Parties hereto, acting reasonably;
(g) there is no prohibition at Law, order or decree restraining or enjoining the consummation of the Amalgamation or other transactions contemplated in the Business Combination Agreement; and
(h) the Business Combination Agreement shall not have been terminated pursuant to its terms

Urban Conditions Precedent

The obligation of Urban to complete the Amalgamation is subject to the customary conditions precedent set out in the Business Combination Agreement including but not limited to:

(a) the representations and warranties of Deal Pro and Deal Pro Subco as set out in the Business Combination Agreement are true and correct in all material respects as at the Effective Time;
(b) all covenants and obligations of Deal Pro and Deal Pro Subco required to be performed, satisfied and observed prior to or at the Effective Time are performed, satisfied and observed in all material respects;
(c) the completion of the Name Change and Board Reconstitution;
(d) the board of directors of Deal Pro and Deal Pro Subco and the holders of Deal Pro Shares and Deal Pro Subco Shares shall have adopted all necessary resolutions and all other necessary corporate actions shall have been taken by each to permit the consummation of the Transaction and the transactions contemplated therewith (including, without limitation, the Amalgamation);
(e) neither Deal Pro nor any of its securities are the subject of any cease trade order or regulatory enquiry or investigation in any jurisdiction;
(f) there are no Material Adverse Changes with respect to Deal Pro or Deal Pro Subco between the date of signing the Business Combination Agreement and the Effective Time; and
(g) the resignation of each of the directors and officers of Deal Pro and Deal Pro Subco, as directed by Urban, shall have been tendered, respectively.

Deal Pro and Deal Pro Subco’s Conditions Precedent

The obligation of Deal Pro and Deal Pro Subco to complete the Amalgamation is subject to the customary conditions precedent set out in the Business Combination Agreement including but not limited to:

(a) the representations and warranties of Urban as set out in the Business Combination Agreement are true and correct in all material respects as at the Effective Time;

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(b) all covenants and obligations of Urban required to be performed, satisfied and observed prior to or at the Effective Time have been performed, satisfied and observed in all material respects;
(c) on completion of the Amalgamation, each of the parties as required by the TSXV shall have entered into an escrow agreement upon the terms and conditions imposed pursuant to the policies of the TSXV; and
(d) there are no Material Adverse Changes with respect to Urban between the date of signing the Business Combination Agreement and the Effective Time.

Termination of the Business Combination Agreement

The Business Combination Agreement may be terminated, by written notice, at any time prior to the Effective Time in certain circumstances, including, as follows:

(a) by the mutual consent of the Parties;
(b) by either Deal Pro or Urban, if the Effective Time has not occurred on or before 5:00 p.m. on February 14, 2024, unless the failure to complete the Transaction by such date is the result, directly or indirectly, of a breach of the Business Combination Agreement by the Party seeking to terminate the Business Combination Agreement, in which case the Business Combination Agreement shall not be terminated; or
(c) by either Deal Pro or Urban if the conditions precedent set forth in Section 7.1 of the Business Combination Agreement are not met or waived on or before the Closing Date; by Urban if the conditions precedent set forth in Section 7.2 of the Business Combination Agreement are not met or waived on or before the Closing Date; and by Urban if the conditions precedent set forth in Section 7.3 of the Business Combination Agreement are not met or waived on or before the Closing Date.

Expenses

Each party shall pay its own costs and expenses in connection with the completion of the Transaction, including all legal and accounting fees and disbursements relating to the preparation of the transaction documents; provided, however, that Urban shall be responsible for all costs and fees all costs and fees associated with the preparation and filing of this Filing Statement.

Amendments

The Business Combination Agreement may only be amended by instrument in writing signed by the Parties thereto, without further notice to or consent or approval by their respective shareholders unless strictly required by applicable law.

Any waiver or consent hereunder must be in writing and signed by the Party giving the waiver or consent. No waiver or consent hereunder shall be construed or deemed to be a waiver or consent with respect to any other provision hereof or to be a continuous waiver or consent unless so expressly provided for.

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PART III INFORMATION CONCERNING DEAL PRO

The following information has been provided by Deal Pro and is presented on a pre-Transaction basis. Please see the discussion under “Information Concerning the Resulting Issuer” for pro forma business, financial and share capital information relating to the Resulting Issuer following the Transaction.

Corporate Structure

Name and Incorporation

Deal Pro was incorporated under the laws of the province of Ontario under the OBCA on June 11, 2021.

The registered and head office address of Deal Pro is located at 95 Barber Greene Road, Suite 100, Toronto, Ontario, M3C 3E9.

Intercorporate Relationships

Subco was incorporated under the laws of the province of Ontario under the OBCA on January 19, 2024.

The Registered and head officer address of Subco is located at 95 Barber Greene Road, Suite 100, Toronto, Ontario, M3C 3E9.

The following is the corporate organization of Deal Pro:

Deal Pro Capital Corporation 100% 100773456 Ontario Inc.

General Development of the Business

Deal Pro was formed as a CPC and to date has not carried on any operations. The principal business of Deal Pro has been to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction and having identified and evaluated such opportunities, to negotiate an acquisition or participation subject to acceptance by the Exchange. The Transaction will be Deal Pro’s Qualifying Transaction.

On June 11, 2021, Deal Pro issued 1 Deal Pro Share at a price of $0.05 and on June 25, 2021, the directors and officers of Deal Pro subscribed for 5,700,000 common shares at a price of $0.05 per common share for gross proceeds of $285,000.

On October 22, 2021, Deal Pro issued a further 2,507,000 Deal Pro Shares at a price of $0.10, through Deal Pro IPO, bringing the total number of issued and outstanding common shares of Deal Pro from 5,700,001 to 8,207,001 Deal Pro Shares. In addition, 250,700 agent’s warrants were issued, which entitle the holder to acquire one Deal Pro Share at a price of $0.10 for a period of two years from the date that Deal Pro Shares were listed on the TSXV.

Deal Pro issued 570,000 stock options on June 25, 2021. On October 22, 2021, Deal Pro issued a further 250,700 stock options to directors of Deal Pro. Each option is exercisable into one Deal Pro Share at a price of $0.10 any time prior to October 22, 2031, subject to the terms of the Deal Pro Stock Option Plan.

On October 27, 2021, Deal Pro announced it had completed the Deal Pro IPO on the TSXV.

On October 31, 2023, Deal Pro entered into the RTO Letter Agreement with Urban.

On January 31, 2024, Deal Pro entered into the Business Combination Agreement with Urban.

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Selected Financial Information and Management’s Discussion and Analysis

Financial Statements

The following table sets out certain selected financial information of Deal Pro in summary form for the year ended December 31, 2022 and the nine-month period ended September 30, 2023. This selected financial information has been derived from the Deal Pro Financial Statements, which are attached to this Filing Statement as Appendix “B”, and should be read in conjunction with those financial statements:

Income Statement Total Revenues Operating Expenses Net Loss Balance Sheet Total Assets Total Liabilities Working Capital	December 31, 2022 $- $84,915 $84,915 $297,287 $28,459 $268,828	September 30, 2023
		$- $67,260 $67,260 $236,229 $34,661 $201,568

Management’s Discussion and Analysis

Deal Pro’s management’s discussion and analysis for the year ended December 31, 2022 is attached hereto as Appendix “C”. The management’s discussion and analysis should be read in conjunction with the Deal Pro Financial Statements where necessary.

Description of Securities

Common Shares

Deal Pro is authorized to issue an unlimited number of Deal Pro Shares without nominal or par value, of which, as at the date hereof, 8,207,001 Deal Pro Shares are issued and outstanding as fully paid and non-assessable and a further 820,700 Deal Pro Shares are reserved for issuance under the Deal Pro Equity Incentive Plan.

Each Deal Pro Shares carries one vote at all meetings of shareholders, carries the right to receive a proportionate share, on a per share basis, of the assets of Deal Pro available for distribution in the event of a liquidation, dissolution, or winding-up of Deal Pro and the right to receive any dividend if declared by Deal Pro. This summary does not purport to be complete and reference is made to the notice of articles and articles of Deal Pro for a complete description of these securities and the full text of their provisions.

Resulting Issuer Equity Incentive Plan and Options Granted

Deal Pro established the Deal Pro Stock Option Plan for its directors, officers and consultants under which Deal Pro may grant Stock Options from time to time to acquire a maximum of 10% of the issued and outstanding Deal Pro Shares. The exercise price of each Stock Option granted under the Deal Pro Stock Option Plan shall be determined by the Deal Pro Board.

Stock Options granted under the Deal Pro Stock Option Plan may be granted for a maximum term of ten years from the date of the grant. They are non-transferable and expire within 90 days of termination of employment or holding office as director or officer of Deal Pro and, in the case of death, expire one year thereafter.

Upon death, the Stock Options Granted under the Deal Pro Stock Option Plan may be exercised by legal representation or designated beneficiaries of the holder of the Stock Option. Any shares issued upon exercise of Stock Options prior to Deal Pro entering into a Qualifying Transaction will be subject to escrow restrictions. Unless otherwise stated, the Stock Options fully vest when granted.

On January 16, 2024, Deal Pro’s shareholders approved the adoption of a new Resulting Issuer Equity Incentive Plan, which plan remains subject to Exchange acceptance. If accepted by the Exchange, all Stock Options granted pursuant to the Deal Pro Stock Option Plan shall be continued as Awards under the new Resulting Issuer Equity Incentive Plan.

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Under the Resulting Issuer Equity Incentive Plan, all outstanding stock options granted under the Deal Pro Stock Option Plan will continue to be governed by the plan

For complete information on the Resulting Issuer Equity Incentive Plan, please see “ Part V – Information Concerning the Resulting Issuer – Description of Securities – Resulting Issuer Equity Incentive Plan. ”

Prior Sales

Since the date of incorporation, 8,207,001 Deal Pro Shares have been issued and are outstanding as of the date of this Filing Statement, as follows:

Number & Type of Security Issued 1 Common share 5,700,000 Common shares 2,507,000 Common shares 570,000 Options 250,700 Options	Issue Price per Share $0.05 $0.05 $0.10 - -	Aggregate Issue Price $0.05 $285,000 $250,700 - -	Nature of Consideration
			Cash Cash Cash Options Options

Notes:

Issued in connection with the Deal Pro IPO. 2. Exercisable into one Deal Pro Share at a price of $0.05 at any time prior to June 25, 2031.
Exercisable into one Deal Pro Share at a price of $0.10 at any time prior to October 22, 2031.

Trading Price and Volume

The Deal Pro Shares have been posted for trading on the Exchange since October 31, 2021 under the trading symbol “DPCC.P”. The following table sets out trading information for the Deal Pro Shares for the periods indicated as reported by the Exchange.

Period	High	Low	Trading Volume
January 2023	$0.15	$0.15	-(1)
February 2023	$0.15	$0.065	3,000
March 2023	$0.065	$0.065	-(1)
April 2023	$0.065	$0.065	-(1)
May 2023	$0.065	$0.065	-(1)
June 2023	$0.065	$0.065	-(1)
July 2023	$0.065	$0.015	10,000
August 2023	$0.015	$0.015	-(1)
September 2023	$0.025	$0.025	24,000
October 2023	$0.025	$0.025	-(1)
November 2023	$0.025	$0.025	-(1) (2)
December 2023	$0.025	$0.025	-(1) (2)
January 2024	$0.025	$0.025	-(1) (2)

Notes:

No Deal Pro Shares were traded.
The Deal Pro Shares were halted from trading on November 1, 2023 following the announcement of the RTO Letter Agreement.

Non-Arm’s Length Transactions

Deal Pro has not acquired any assets or received any services from any director, officer or Insider of Deal Pro. Deal Pro has no indebtedness owing to a related party of Deal Pro or any Associate or Affiliate of Deal Pro. The proposed Qualifying Transaction is not a “Non-Arm’s Length Qualifying Transaction”.

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Legal Proceedings

There are no legal proceedings material to Deal Pro to which Deal Pro is, or has been, a party or of which any of its property is, or has been, the subject matter. Additionally, to the knowledge of Deal Pro, there are no such proceedings contemplated.

Auditor, Transfer Agent and Registrar

The auditor of Deal Pro is RSM Canada LLP located at 11 King Street West, Suite 700, Box 27, Toronto, ON M5H 4C7. RSM Canada LLP is independent with respect to the Corporation within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Ontario.

The transfer agent and registrar of Deal Pro is TSX Trust Company located at 301-100 Adelaide St W, Toronto, ON M5H 4H1.

Material Contracts

Urban has not entered into any material agreements since the date this is two years prior to the date hereof, other than the following:

(i) The RTO Letter Agreement.
(ii) The Business Combination Agreement.
(iii) The CPC Escrow Agreement.
(iv) The transfer agency agreement dated as of June 22, 2021 between the Corporation and TSX Trust Company.

Copies of the above agreements may be inspected without charge at Deal Pro’s head office during normal business hours prior to the completion of the Qualifying Transaction and for a period of 30 days thereafter.

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PART IV INFORMATION CONCERNING URBAN

The following information has been provided by Urban and is presented on a pre-Transaction basis. Please see the discussion under “Information Concerning the Resulting Issuer” for pro forma business, financial and share capital information relating to the Resulting Issuer following the Transaction.

Corporate Structure

Name and Incorporation

Urban was incorporated pursuant to the provisions of the OBCA on September 30, 2015 under the name “Urban Utilities Contractors Inc.”

The head and registered office of Urban is located at 106 East Drive, 2[nd] Floor, Brampton, Ontario L6T 1C1

Intercorporate Relationships

Urban does not have any subsidiaries.

Two Year History

For the years ended September 30, 2023 and 2022, Urban did not undertake any significant transactions.

General Development of the Business

Urban is a private construction company focused on the concrete and drain sector for new low-rise construction in the Southern Ontario region. Urban has worked with some of the largest home builders in Canada, specializing in:

Concrete and drain work for the residential housing sector.
Construction of underground services for residential subdivisions.

The services that Urban provides includes the installation of drainage systems and laying strong, seamless foundations for homes across and beyond the Greater Toronto Area. Urban has serviced areas with bourgeoning communities, including:

Brampton Caledon Oshawa Kitchener Whitby Pickering

Concrete and Drain Industry

Urban is primarily engaged in the concrete and drain segment of new home constriction which is in the earliest stage of the construction process. The concrete and drain sector involves the following aspects:

(i) the installation and connection of the basement drain to the sewer line;
(ii) pouring of the basement floor;
(iii) pouring of the garage floor; and
(iv) pouring of the porch and stairs.

The Construction Process

The process of new home construction typically involves several stages, from initial planning to completion. It is important to keep in mind that the specific steps may vary based on local regulations, the complexity of the project, and the builder's approach. Urban’s services are primarily focused on the second stage of the construction process.

Here are the general stages of new home construction:

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Site Preparation:

2. Foundation Construction:

Clearing and Excavation - Clear the site of any debris or existing structures. Excavate the foundation area.
Utilities Installation - Install necessary utility lines, such as water, sewer, gas, and electricity.
Footings - Dig and pour the footings that will support the foundation walls.
Foundation Walls - Build the walls that form the foundation of the house.
Slab or Basement: - Depending on the design, pour the concrete slab or create a basement.
Framing:
Enclosed Structure
Floor Framing: Install the structural framework for the floors.
Wall Framing: Erect the walls, including interior and exterior walls.
- Roofing: Install the roofing materials to protect the interior.
- Windows and Doors: Install windows and exterior doors.
Roof Framing: Construct the roof structure.
Rough Mechanicals:
Insulation and Drywall:
Plumbing: Install plumbing lines and fixtures.
Electrical: Run electrical wiring and install outlets, switches, and fixtures.

Insulation: Install insulation in walls and attic spaces. Drywall: Hang and finish drywall to create interior walls.

HVAC (Heating, Ventilation, and Air Conditioning):
Install ductwork and HVAC systems.
Interior Finishes:
Final Mechanicals:

Flooring: Install flooring materials (e.g., hardwood, tile, carpet). Cabinetry and Countertops: Install kitchen and bathroom cabinets and countertops. Painting: Paint interior walls.

Finish Plumbing: Install sinks, faucets, toilets, and other plumbing fixtures. Finish Electrical: Complete the electrical work, including installing light fixtures. Exterior Finishes:

Industry Trends

Urban currently works primarily in the low-rise new build sector of the construction industry. As such, its business is directly impacted by the trends in the new home industry.

In an article that appeared in the Toronto Star on August 14, 2023, the Fraser Institute stated that “due to decades of underbuilding and growing demand, spurred most recently by the province’s record-breaking population growth, Ontario faces a generational shortage of housing. The government’s Housing Affordability Task Force estimates 1.5 million homes must be built over a decade to close the housing gap, while the Canada Mortgage and Housing Corporation suggests even more housing will be required to restore some semblance of affordability in Canada’s largest province.” In response to this report, the Ontario provincial government accelerated efforts to make housing easier to build, tabling a series of bills and policies including the now overturned Greenbelt plan, which redesignated 7,400 acres to allow the construction of 50,000 homes. The government’s repose was seen as being proportional to the housing crisis facing Ontario. The government is continuing to look at various options and plans to address this crisis.

In the government’s Housing Affordability Task Force report entitled “Report of the Ontario Housing Affordability Task Force” dated February 8, 2022, the task force (which was comprised of industry leaders and experts) found that the tripling of house prices over the past 10 years has resulted in home ownership being beyond the reach of most first-time buyers. The report stated that the traditional solutions focused on ‘cooling’ the housing market are no longer applicable and there needs to be a shift

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towards encouraging and enabling the creation of more housing to meet the growing demand. In essence, Ontario must build more housing. The report set out several recommendations that would:

set a bold goal and clear direction for the province;
increase housing density;
remove exclusionary rules that prevent housing growth;
prevent abuse of the appeals process; and
make sure municipalities are treated as partners in the process by incentivizing success.

The task force provided a total of 74 recommendations to help address housing supply and affordability issues in Ontario. Of the 74 recommendations, 23 recommendations are fully implemented, 14 are in progress and 37 are under review. The chart below summarizes the recommendations: (source: www.ontario.ca/page/housing-affordability-task-force-report)

1. 2. 3. 4. 5.	Recommendation Set a goal of building 1.5 million new homes in ten years. Amend the_Planning Act_, Provincial Policy Statement, and Growth Plans to set “growth in the full spectrum of housing supply” and “intensification within existing built-up areas” of municipalities as the most important residential housing priorities in the mandate and purpose. Limit exclusionary zoning in municipalities through binding provincial actions: a. Allow “as of right” residential housing up to four units and up to four storeys on a single residential lot. Permit “as of right” secondary suites, garden suites, and laneway houses province-wide. Support responsible housing growth on undeveloped land, including outside existing municipal boundaries, by building necessary infrastructure to support	Implementation Status Fully implemented In progress Implemented with amendments Implemented with amendments In progress	Details of Implementation
			Ontario committed to a target of 1.5 million new homes by 2031 in More Homes Built Faster. Since then, the province has acknowledged that 1.5 million homes is a baseline and that more action is needed. From April 6 to August 4, 2023, the government of Ontario consulted through the Environmental Registry of Ontario on a proposed Provincial Planning Statement that includes proposed policy direction on housing and intensification. The government is reviewing feedback and determining next steps to finalize this policy document. The More Homes Built Faster Act_amended the _Planning Act_by overriding zoning by-laws to allow “as-of-right” (without the need to apply for a rezoning) the use of up to three units per lot in most existing residential areas. These changes came into effect on November 28, 2022. Municipalities are encouraged to adopt official plan policies and zoning by-laws that exceed the three unit per lot minimum to help meet their provincially-assigned housing targets. Ontario is supporting this outcome through measures such as the Building Faster Fund, which will provide financial incentives for municipalities that meet or exceed their housing targets. _The More Homes Built Faster Act_amended the _Planning Act(s. 16 (3)) by overriding zoning by- laws to allow “as-of-right” (without the need to apply for a rezoning) the use of up to three units per lot in most existing residential areas. One of the three units can be in an ancillary structure, such as a laneway house. From April 6 to August 4, 2023, the Ontario government consulted through the Environmental Registry of Ontario on a proposed Provincial Planning Statement that includes proposed policy direction concerning greenfield

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	higher density housing and	higher density housing and			development. The government is reviewing
	complete communities and				feedback and determining next steps to finalize
	applying the recommendations of				this policy document.
	this	report to all undeveloped land.
6.	Create a more permissive land use, Implemented with				The _More Homes Built Faster Act_amended the
	planning, and approvals system:			amendments	Planning Act(s. 41 (4.1)) to limit the scope of
					site plan control by removing the municipal
	a.	Repeal or override municipal			ability to regulate architectural details and
		policies, zoning, or plans that			aesthetic aspects of landscape design. This
		prioritize the preservation of			change came into effect on November 28, 2022.
		physical character of
		neighbourhood
	b.	Exempt from site plan	approval Fully implemented		The _More Homes Built Faster Act_amended the
		and public consultation all			Planning Act(s. 41 (1.2)) to remove all aspects
		projects of 10 units or less that			of site plan control for most residential
		conform to the Official Plan			developments of up to 10 units. This change
		and require only minor			came into effect on November 28, 2022.
		variances
7.	Require mandatory delegation of			Implemented with	_The More Homes for Everyone Act_amended the
	site	plan approvals and minor		amendments	Planning Act(s. 41 (4.0.1)) to require that site
	variances to staff or pre-approved				plan control decisions be made by staff (instead
	qualified third-party technical				of municipal councils or committees of council).
	consultants through a simplified				This change came into effect on April 14, 2022.
	review and approval process,
	without the ability to withdraw
	Council’s delegation.
8.	Prevent abuse of the heritage			Implemented with	Changes to_O. Reg. 9/06 Criteria for_
	preservation and designation			amendments	Determining Cultural Heritage Value or Interest
	process by:				established that non-designated properties
					included on a municipal register must meet one
	a.	Prohibiting the use of	bulk		or more of the criteria outlined in the regulation.
		listing on municipal heritage
		registers.			The _More Homes Built Faster Act_amended the
					Ontario Heritage Act(s.27(14) to (18)) to
					introduce requirements that properties can only
					remain listed for a maximum of two years and, if
					not designated during that time, they must be
					removed from the register and cannot be relisted
					for a period of five years.
					These changes came into effect on January 1,
					2023.
	b.	Prohibiting reactive heritage		Fully Implemented	_The More Homes Build Faster Act_amended the
		designations after a_Planning_			Ontario Heritage Act(s.29(1.2) 1) to introduce a
		_Act_development application			requirement that only properties that were
		has been filed.			already listed on a municipal heritage register
					can be considered for designation where a
					property is subject to certain_Planning Act_
					applications. This new requirement provides
					property owners with increased certainty and
					prohibits reactive designation on properties not
					previously noted as being of potential cultural
					heritage value or interest to a municipality. These
					changes came into effect on January 1, 2023.

Page | 33

9.	Restore the right of developers to	Implemented with	Schedule 9 of the_More Homes, More Choice Act_
	appeal Official Plans and Municipal	amendments	removed restrictions on “de novo” hearings by
	Comprehensive Reviews.		repealing sections 38 to 42 of the_Local Planning_
			Appeal Tribunal Act. This broadened the grounds
			of appeal and supports the Ontario Land Tribunal
			in making the best planning decision.
10.	Legislate timelines at each stage of	Implemented with	The_Planning Act_includes statutory decision-
	the provincial and municipal review	amendments	making timelines with an ability for applicants to
	process, including site plan, minor		appeal matters to the Ontario Land Tribunal if
	variance, and provincial reviews,		timelines are not met.
	and deem an application approved
	if the legislated response time is		This is addressed through gradual fee refunds for
	exceeded.		rezoning and site plan if decisions are not made
			within timelines.
11.	Fund the creation of “approvals	Fully Implemented	The_Helping Homebuyers, Protecting Tenants_
	facilitators” with the authority to		Act_amended the_Ministry of Municipal Affairs
	quickly resolve conflicts among		and Housing Act(subsections 12 (2) and (3)) to
	municipal and/or provincial		allow for the appointment of up to four Deputy
	authorities and ensure timelines are		facilitators.
	met.
12.	Simplify planning legislation and	In progress	From April 6 to August 4, 2023, the provincial
	policy documents.		government consulted through the
			Environmental Registry of Ontario on a proposed
			Provincial Planning Statement that would replace
			the Provincial Policy Statement and A Place to
			Grow: Growth Plan for the Greater Golden
			Horseshoe. Feedback is being reviewed and the
			government is determining next steps to finalize
			decisions about these policy documents.
13.	Allow wood construction of up to	Fully Implemented	Amendments to Ontario’s Building Code
	12 storeys.		(Ontario Regulation 451/22) allow encapsulated
			mass timber buildings to be constructed up to 12
			storeys high. This came into effect July 1, 2022.
14.	Prevent abuse of process:	Implemented with	The Ontario Land Tribunal has the authority and
		amendments	processes in place to deter appeals that are
	a. Require a $10,000 filing fee		without merit.
	for third party appeals.
			Third-party appeals for consents and minor
			variances were eliminated as a result of
			amendments to the_Planning Act_made by_More_
			Homes Built Faster Act. This means only certain
			persons, such as the applicant or relevant
			municipality are allowed to appeal minor
			variance or consent decisions.
			Increasing the filing fees for third-party appeals
			may result in access to justice concerns.
	b. Provide discretion to	In progress	Amendments to the_Ontario Land Tribunal Act_
	adjudicators to award full		set out in Schedule 7 of the_More Homes Built_
	costs to the successful party in		_Faster Act_will clarify the Ontario Land
	any appeal brought by a third		Tribunal’s powers to order an unsuccessful party
	party or by a municipality		to pay the successful party’s costs in accordance
	where its council has		with the Ontario Land Tribunal’s rules.

Page | 34

	overridden a recommended
	staff approval.
15.	Encourage greater use of oral	Fully implemented	The Ontario Land Tribunal is providing updated
	decisions issued the day of the		training to members to encourage use of oral
	hearing, with written reasons to		decisions, when appropriate.
	follow, and allow those decisions to
	become binding the day that they		In many cases, the complexity of the matter
	are issued.		before the tribunal may require the member to
			reserve the decision in order to consider the
			evidence presented and applicable legislation and
			policies.
16.	Provide funding to increase staffing	In progress	The Ontario government announced cumulative
	(adjudicators and case managers),		additional funding investments for the Ontario
	provide market-competitive		Land Tribunal (“OLT”).
	salaries, outsource more matters to
	mediators, and set shorter time		Implementation of additional resources by the
	targets.		OLT has been in progress. The OLT expanded its
			expert mediation services in summer 2023 and is
			targeting to complete its recruitment of
			additional adjudicators and staff, as well as
			implement key new online services by spring
			2024.
			The provincial government intends to hold public
			consultations on the proposed new regulations.
17.	In clearing the existing backlog,	In progress	Amendments to_the Ontario Land Tribunal Act_
	encourage the Tribunal to prioritize		set out in Schedule 7 of the_More Homes Built_
	projects close to the finish line that		_Faster Act_will allow regulations to be made that
	will support housing growth and		would:
	intensification, as well as regional
	water or utility infrastructure		(i) set criteria to prioritize resolution of certain
	decisions that will unlock		OLT case
	significant housing capacity.
			(ii) set service standards, including timelines for
			the OLT to complete specific case resolution
			activities
			The provincial government intends to hold public
			consultations on the proposed new regulations.
18.	Waive development charges on all	In progress	The government has introduced changes to the
	forms of affordable housing		_Development Charges Act_that would, if passed,
	guaranteed to be affordable for 40		incorporate income factors in addition to market
	years.		factors in developing a definition of “affordable
			residential units”. Affordable homes that meet
			the province’s definition would be eligible for
			discounts and exemptions on development-
			related fees to help lower the cost of building,
			purchasing and renting.
19.	Prohibit interest rates on	Fully implemented	_The More Homes Built Faster Act_made changes
	development charges higher than a		to the_Development Charges Act, 1997_(s.26.3) to
	municipality’s borrowing rate.		set a maximum interest rate that can be levied for
			the development charge freeze and deferral
			provisions of the Canadian Banks prime rate plus

Page | 35

1% per year. The maximum interest rate applies as of June 1, 2022.

Regarding cash in lieu of parkland, In progress s.37, Community Benefit Charges, and development charges:
a. Provincial review of reserve levels, collections and drawdowns annually to ensure funds are being used in a timely fashion and for the intended purpose, and, where review points to a significant concern, do not allow further collection until the situation has been corrected.

New regulatory provisions were made in support of the More Homes for Everyone Act to increase the transparency of development-related charges. These amendments require a municipal treasurer to include in their annual treasurer's statement whether the municipality still anticipates incurring the capital costs projected for a given service in the municipal development charges background study.

If not, an estimate of the anticipated amount the municipality now projects incurring would be provided along with an explanation for the variance. Similarly, if there was no spending from a development charge reserve in a year, the municipality must also provide an explanation for this. These regulatory amendments were filed and came into force on April 27, 2022.)

			Changes were also made to the_Planning Act_and
			the_Development Charges Act_to provide greater
			cost certainty for municipal development-related
			charges. The changes build transparency and
			accountability for parkland review and
			development charges.
21.	Amend the_Planning Act_and	Fully implemented	The_More Homes Built Faster Act_amended the
	_Perpetuities Act_to extend the		Planning Act(s. 50(3)) to allow land lease
	maximum period for land leases		communities with leases for periods of up to 49
	and restrictive covenants on land to		years to be exempted from subdivision control
	40 or more years.		approval if a land lease communities proposal
			has gone though the site plan control process.
			This change came into effect on November 28,
			2022.
22.	Eliminate or reduce tax	In progress	The Ontario government is taking steps to
	disincentives to housing growth.		remove the full 8% provincial portion of the
			Harmonized Sales Tax on qualifying new
			purpose-built rental housing in order to get more
			rental homes built across the province.
23.	Call on the federal government to	Fully implemented	The provincial government has requested that the
	implement an urban, rural and		federal government implement an urban, rural
	northern Indigenous housing		and northern Indigenous housing strategy
	strategy.		through a number of ministerial-level bilateral
			correspondence and has raised the issue at both
			bilateral and multilateral
			(federal/provincial/territorial) meetings.
24.	Improve funding for colleges, trade	Fully implemented	The government has provided funding to build
	schools, and apprenticeships;		and upgrade training centres. The funding will
	encourage and incentivize		help unions, Indigenous centres, and industry
	municipalities, unions and		associations build new training centres, or
	employers to provide more on-the-		upgrade and convert existing facilities into new
	job training.		training centres with state-of-the-art equipment
			and technology.

Page | 36

25.	Undertake multi-stakeholder	Fully implemented	In addition to investing more than $1 billion in
	education program to promote		the skilled trades and the launch of Skilled
	skilled trades.		Trades Ontario, the provincial government
			announced it is expanding its skilled trades
			career fairs called Level Up! to more cities with
			more exhibitors and twice as many participating
			students.
			A new mandatory high school graduation
			requirement will ensure all students take at least
			one grade 9 or 10 technological education credit
			starting with students entering grade 9 in
			September 2024.
			The government is also investing through the
			Apprenticeship Capital Grant program, helping
			66 training institutions across Ontario upgrade
			their training equipment and existing facilities
			that support hands-on learning for students and
			apprentices.
26.	Recommend that the federal and	Fully implemented	The Ontario Immigrant Nominee Program plans
	provincial government prioritize		to use 40% of its 16,000 allocation in 2023 to
	skilled trades and adjust the		nominate individuals in the skilled trades and
	immigration points system to		have made changes to the Expression of Interest
	strongly favour needed trades and		scoring system to award more points to
	expedite immigration status for		candidates in priority occupations/sectors.
	these workers and encourage the
	federal government to increase		In 2022, the province sought and received a
	from 9,000 to 20,000 the number of		significant increase to its Ontario Immigrant
	immigrants admitted through		Nominee Program allocation from 9,750 in 2022
	Ontario’s program.		to 16,500 in 2023, which will increase to over
			18,000 by 2025.
			The federal government is also prioritizing
			selection of some skilled trades occupations
			through category-based selection and the
			province will encourage the targeting of
			additional occupations through federal
			immigration selection programs.
27.	The Ontario government should	In progress	In August 2023, the province announced the new
	establish a large “Ontario Housing		Building Faster Fund, a $1.2 billion three-year
	Delivery Fund” and encourage the		program that will provide funding to
	federal government to match		municipalities based on performance towards
	funding. This fund should reward:		annual housing targets.

Annual housing growth that meets or exceeds provincial targets
Reductions in total approval times for new housing

Once implemented in early 2024, this program will, in tandem with the federal government's Housing Accelerator Fund:

support growth in housing supply
incentivize reduction in approval timelines
The speedy removal of exclusionary zoning practices
incentivize removal of exclusionary zoning practices

Page | 37

28.	Reductions in funding to	In progress	In August 2023, the province announced the new
	municipalities that fail to meet		Building Faster Fund, a $1.2 billion three-year
	provincial housing growth and		program that will provide funding to
	approval timeline targets.		municipalities based on performance towards
			annual housing targets.
			Municipalities that fail to meet at least 80% of
			their annual target will receive no funding and
			those that meet 80% to 99% of their target will
			receive reduced funding.
29.	Fund the adoption of consistent	In progress	Through the Streamline Development Approval
	municipal e-permitting systems and		Fund, the province is providing more than $45
	encourage the federal government		million to Ontario's 39 largest municipalities to
	to match funding. Fund the		modernize and accelerate housing approval
	development of common data		processes, including implementation of e-
	architecture standards across		permitting systems.
	municipalities and provincial
	agencies and require municipalities		In addition, a Data Standards approach is in
	to provide their zoning bylaws with		development to support a common data
	open data standards. Set an		architecture standard
	implementation goal of 2025 and
	make funding conditional on
	established targets.
30.	Require municipalities and the	In progress	From April 6, 2023 to August 4, 2023, the
	provincial government to use the		government held consultations on a proposed
	Ministry of Finance population		Provincial Planning Statement that includes
	projections as the basis for housing		proposed policy direction to make land available
	need analysis and related land use		for future population growth, which includes
	requirements.		planning for future residential growth.
31.	Resume reporting on housing data	Implemented with	Through the Municipal Planning Data Reporting
	and require consistent municipal	amendments	Regulation (O. Reg 73/23), which was filed April
	reporting, enforcing compliance as		6, 2023, 29 large and fast growing municipalities
	a requirement for accessing		are now required to provide the ministry with
	programs under the Ontario		planning application data on a regular basis.
	Housing Delivery Fund.
			The Building Faster Fund provides additional
			funds to municipalities that meet or exceed
			provincial housing targets by 2031. The province
			is working with municipalities on reporting data
			and tracking progress and intends to launch an
			online tracker tool once reporting processes are
			finalized.
32.	Develop and legislate a clear,	In progress	The province intends to introduce changes to the
	province-wide definition of		_Development Charges Act_that would, if passed,
	“affordable housing” to create		incorporate income factors in addition to market
	certainty and predictability.		factors in developing a definition of “affordable
			housing”. Affordable homes that meet this
			definition would be eligible for discounts and
			exemptions on development-related fees

Despite the introduction of various policies at the provincial level, various municipalities across the Province of Ontario have informed the provincial government that they are not ready to implement such policies at the municipal level. In response, the government of Ontario has established a Housing Supply Working Group which engages with the various federal and municipal governments, partner ministries, industry and associations to monitor progress and support improvements to the province’s annual housing supply action plans. (source: www.ontario.ca/page/more-homes-everyone)

Page | 38

In response to the concerns expressed by municipalities, the provincial government has invested $350 million to help the municipalities make their planning and approvals processes more efficient to identify potential savings, accelerate the creation of new housing and modernize municipal services, through three programs:

the Streamline Development Approval Fund – the fund is designed to help Ontario’s 39 largest municipalities modernize, streamline and accelerate processes for managing and approving housing applications;
the Audit and Accountability Fund – the fund is designed to assist large municipalities identify more efficient ways to operate and save taxpayers’ dollars; and
the Municipal Modernization Program – this program is designed to support and assist small and rural communities find better, more efficient ways to deliver local services for residents and businesses.

This funding will help municipalities streamline and modernize their planning approval processes including official plan amendments, and rezoning, plan of subdivision and site plan applications. The goal of these funds and plans is to incentivize municipalities to make timely decisions within realistic timelines. (source: www.ontario.ca/page/more-homes-everyone)

Despite all of the governmental actions, the housing shortage has not improved. At an event help in October 2023 by the Residential Construction Council of Ontario, to address the problems perpetuating the housing crisis, Toronto Regional Real Estate Board chief market analyst Jason Mercer stated that multiple factors have contributed to the tight housing market, particularly in the Greater Toronto Area. Of the most pressing factors are high lending rates that hit in a short period of time and the rate of construction not keeping up with population growth over the past two decades. This has resulted in not only the province being behind on housing supply, but the need for it needs to overcompensate for the influx of newcomers expected to arrive. (source: CBC online news article dated October 14, 2023 entitled “How to fix the housing crisis? Experts, mayors bring ideas to annual Ontario summit”) One of the major contributors to the slower pace of construction is the overall labor shortage of construction workers.

It is estimated that an aggregate of 100,000 construction workers will be needed in order for the government of Ontario to achieve its goal of 1.5 million new homes. Data from the Residential Construction Council of Ontario (“RESCON”) shows that only 96,000 new homes were started in 2022 which is over 50,000 short of the annual targets needed for the province to fulfil its stated goal. The shortage of construction workers not only affects the new home construction sector but also affects every other facet of the industry, including restoration, industrial, institutional and commercial, and renovations. (source: CBC article dated February 21, 2023 entitled “Ontario needs 1.5 million new homes. But the province faces a generational labour shortage”)

One of the solutions to tackling the worker shortage is through increased immigration. In November 2023, the federal government released details of its Immigration Levels Plan for 2024-2026. The federal government is anticipating 485,000 new permanent residents in 2024 with an addition 500,000 new permanent residents in each of 2025 and 2026. In addition to increase immigration levels, the federal government has the Temporary Foreign Worker Program which allows Canadian employers to hire foreign workers to fill temporary jobs when qualified Canadians are not available.

Sources, Prices and Availability of Raw Materials

Construction projects rely on a complex supply chain involving suppliers, subcontractors, and vendors. The ability of Urban to carry its construction activities is dependent on its ability to procure the required raw materials, such as concrete, stone, pipe. There are a limited number of companies that are able to supply the required raw materials. In addition, the cost of the raw materials has risen over the years. According to a Statistics Canada report, the price of concrete rose 12.3% year over year from 2021 to 2022

Specialized Skills and Knowledge

The majority of Urban’s 24 unionized outside workers are classified as general labourers and as such do not possess any specialized skill or knowledge nor any specialized skills of knowledge requirements required for Urban to carry out its business. There are a number of employees that posses specialized skills such as carpentry, cement finishing and pipe laying. These employees acquire their skills through on-the-job training, experience and/or courses offered by the union.

Page | 39

Environmental Regulations

Urban’s business is not subject to any environmental regulations.

Cyclicality

Activity within the construction industry, especially the low-rise construction sector, is generally tied to the state of the economy.

In periods of strong economic growth and low interest rates, capital spending will generally increase and there will be more opportunities available within the construction industry. Investment decisions by Urban’s clients are based on long-term views of the economic viability of their current and future projects, sometimes based upon the clients’ view of the interest rates which are influenced by many factors. If the clients’ outlook for their current and future projects is not favourable, this may lead them to delay, reduce or cancel projects and may make them more sensitive to construction costs.

Seasonality

The majority of Urban’s construction activities are performed outdoors. Weather conditions, such as heavy rainfall, extreme temperatures, can impact construction projects. Seasonal variations also affect construction schedules and productivity. Construction projects are susceptible to delays as a result of extended periods of poor weather, which can have an adverse effect on Urban’s operations.

Marketing Plan and Business Strategies

Urban is a profitable going concern as a result of its singular focus on delivering quality work, on time and on budget. Urban has been able to develop strong relationships with some of the province’s largest home builders through personal relationships.

Urban’s strategy is to increase its market position through a combination of organic growth and the acquisition of additional construction companies, either in the concrete and drain sector or complementary sectors such as low rise forming, electrical, water and sewer, high rise forming, etc. By acquiring companies that provide complementary services, Urban intends to become a vertically integrated construction company that will be in a position to service all of the needs of its customers in the first stages of construction.

In additional to providing additional services to its existing customers, Urban intends to expand its customer base by capitalizing on its expanded suite of services and going after non-construction customers such as municipal and regional government agencies and corporations.

Competition

Urban competes with many regional and local construction firms. According to the Ontario Concrete & Drain Contractors Association, there are an aggregate of 26 companies engaged in the concrete and drain sector. The majority of theses companies are relatively similar in size to Urban. The two largest companies in the sector are Basecrete Inc. and Donald Concrete & Drain Inc. Both of these companies have larger work force than Urban and are able to provide additional services in addition to concrete and drain work.

There are no regulatory burdens or obstacles preventing new competitors from entering into the concrete and drain sector. The biggest challenge that any new competitor will face will be securing an experienced work force.

Facilities

Urban is headquartered in Brampton, Ontario. In addition to its head office, Urban leases additional space in Brampton for warehousing and as a central location for its employees to meet each morning prior to being dispatched to the various job sites. Urban does not own any real estate or property and rents all of its offices and facilities from third parties at reasonable market rates. The total monthly operating lease and capital lease obligations for Urban as at September 30, 2023 is approximately $5,977.70 per month or $71,732.40 on a yearly basis (inclusive of taxes).

Page | 40

Employees

As of the date of this Filing Statement, Urban has 28 employees, including: (i) one executive officer: Gary Alves (President); (ii) four office staff and (iii) 24 outside workers. All of Urban’s outside workers are unionized and subject to the collective agreement between the Labourers’ International Union of North America, Local 183, the Ontario Concrete & Drain Contractors’ Association and the International Union of Operating Engineers, Local 793, The collective agreement is set to expire on April 30, 2025.

Selected Financial Information and Management’s Discussion and Analysis

Annual Information

The following table sets forth selected historical financial information for Urban for the years ended September 30, 2022 and 2023 and selected balance sheet data for such periods. The financial statements of Urban have been prepared in accordance with IFRS and are denominated in Canadian dollars. Such information is derived from Urban’s annual audited financial statements and should be read in conjunction with such financial statements included elsewhere in this Filing Statement including those financial statements attached hereto as Appendix “D”.

Income Statement Total Revenues Operating Profit Net Profit Balance Sheet Total Assets Total Liabilities Working Capital	September 30, 2022 $7,648,330 $1,020,633 $251,260 $2,015,298 $1,986,675 $295,463	September 30, 2023
		$12,276,877 $2,153,405 $1,647,887 $3,733,219 $2,106,709 $1,758,118

Quarterly Information

As Urban is a private company it does not and has not prepared any quarterly financial statements.

Management’s Discussion and Analysis

Urban’s management’s discussion and analysis for the years ended September 30, 2022 and 2023 are attached hereto as Appendix “E”. The management’s discussion and analysis should be read in conjunction with the Urban Financial Statements where necessary.

Description of Securities

Common Shares

Urban is authorized to issue an unlimited number of Urban Shares, of which 100,000,000 Urban Shares are issued and outstanding as of the date hereof.

The holders of Urban Shares are entitled to dividends if, as and when declared by the Board to receive notice of and one vote per Common Share at meetings of the Urban Shareholders and, upon liquidation, dissolution or winding up of Urban, to share rateably in such assets of Urban as are distributable to the holders of Urban Shares. All Urban Shares which are to be outstanding after Completion of the Qualifying Transaction will be fully paid and non-assessable. This summary does not purport to be complete and reference is made to the notice of articles and articles of Urban for a complete description of these securities and the full text of their provisions.

Urban Class A Shares

Urban is authorized to issue an unlimited number of Urban Class A Shares, of which there are no Class A Shares issued and outstanding as of the date hereof.

Page | 41

The holders of Urban Class A Shares are entitled to dividends if, as and when declared by the Board to receive notice of and one vote per Class A Share at meetings of the Urban Shareholders and, upon liquidation, dissolution or winding up of Urban, to share rateably in such assets of Urban as are distributable to the holders of Urban Common, Urban Class A Shares and Urban Class B Shares. All Urban Class A Shares which are to be outstanding after Completion of the Qualifying Transaction will be fully paid and non-assessable. This summary does not purport to be complete and reference is made to the notice of articles and articles of Urban for a complete description of these securities and the full text of their provisions.

Urban Class B Shares

Urban is authorized to issue an unlimited number of Urban Class B Shares, of which there are no Class B Shares issued and outstanding as of the date hereof.

The holders of Urban Class B Shares are not entitled to receive any dividends nor are they entitled to or to receive notice at any meeting of shareholders of Urban (other than meetings of the holders of Urban Class B Shares). Upon liquidation, dissolution or winding up of Urban, to share rateably in such assets of Urban as are distributable to the holders of Urban Common Shares, Urban Class A Shares and Urban Class B Shares. The Urban Class B Shares are non-transferable except as required pursuant to the Transaction. All Urban Class B Shares which are to be outstanding after Completion of the Qualifying Transaction will be fully paid and non-assessable. This summary does not purport to be complete and reference is made to the notice of articles and articles of Urban for a complete description of these securities and the full text of their provisions.

Other Securities

Other then the Urban Common Shares, Urban Class A Shares and Urban Class B Shares, Urban does not have any other outstanding securities.

Consolidated Capital

Designation of Security Common Shares Class A Shares Class B Shares	Amount Authorized or to be authorized Unlimited Unlimited Unlimited	Amount Outstanding as at September 30, 2023 200 Nil Nil	Amount Outstanding as at January 31, 2024
			100,000,000(1) (2) Nil Nil

Note:

The Urban Shares were subdivided on the basis of one existing Urban Share being subdivided into 500,000 post-subdivision Urban Shares on January 22, 2024.
Immediately prior to Closing, the 100,000,000 Urban Common Shares will be returned to treasury for cancelation. In exchange for cancelling the Urban Common Shares, the Urban Shareholders will receive a minimum of 49,000,000 Urban Class A Shares and a maximum of 51,000,000 Urban Class B Shares. The exact number of Urban Class A and Class B Shares to be issued will be determined immediately prior to Closing and will be dependent on the exact number of Urban Common Shares issued pursuant to the Concurrent Financing.

Dividends

There are no restrictions in Urban’s articles or elsewhere which would prevent Urban from paying dividends. In the past Urban has declared a yearly dividend. Prior to the Completion of the Transaction, it is contemplated that a special dividend of $500,000 (the “ Urban Dividend ”) will be declared. The Urban Dividend is being declared for tax planning purposes.

Subsequent to the Completion of the Transaction, it is not contemplated that any dividends will be paid. It is anticipated that all available funds will be invested to finance the growth of Urban’s business.

Prior Sales

Since the date of incorporation, 200 common shares have been issued and 100,000,000 Urban Common Shares are outstanding as of the date of this Filing Statement, as follows:

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Number & Type of Security Issued 200 Urban Common Shares 100,000,000 Urban Common Shares(1) (2)	Issue Price per Security $0.10 -	Aggregate Issue Price $20 -	Nature of Consideration
			Cash -

Notes:

The Urban Shares were subdivided on the basis of one existing Urban Share being subdivided into 500,000 post-subdivision Urban Shares on January 22, 2024.
Prior to Closing, the 100,000,000 Urban Common Shares will be returned to treasury for cancelation in exchange for the issuance of a minimum of 49,000,000 Urban Class A Shares and up to a maximum of 51,000,000 Urban Class B Shares. The exact number of Urban Class A and Class B Shares to be issued will be determined immediately prior to Closing and will be dependent on the exact number of Urban Common Shares issued pursuant to the Concurrent Financing. The cancellation of the Urban Common Shares and the issuance of the Urban Class A and Class B Shares is being done to ensure that the Resulting Issuer would be in full compliance of the Exchange’s initial listing requirement as to the percentage of Resulting Issuer Shares held by Public Shareholders. The exact number of Urban Class A and

Executive Compensation

This statement of Executive Compensation provides information regarding all significant elements of compensation paid, payable, awarded, granted, given or otherwise provided by Urban to (i) the Chief Executive Officer, (ii) the Chief Financial Officer, (iii) each of the three most highly compensated executive officers of Urban, or the three most highly compensated individuals acting in a similar capacity, other than the Chief Executive Officer and Chief Financial Officer at the end of most recently completed financial year whose total compensation was, individually, more than $150,000; and (iv) each individual who would be a named executive officer under (iii) above but for the fact that the individual was neither an executive officer of Urban nor acting in a similar capacity at the end of that financial year (collectively, the “ Named Executive Officers ” or “ NEOs ”).

For the year ended September 30, 2023, Urban only had one Named Executive Officer: Gary Alves, President.

Summary Compensation Table

The following table sets forth information about compensation paid to, or earned by, Urban’s Named Executive Officers during the fiscal years ended September 30, 2023, 2022 and 2021:

Name & Principal Position	Year	Salary ($)	Bonus ($)	Share Based Awards ($)	Non-equity incentive plan compensation ($)	Pension value($)	All other compensation ($)	Total compensation($)
Gary Alves President 2023 185,000 Nil Nil 2022 150,000 50,000 Nil 2021 120,000 1,500 Nil					Annual incentive plans Long term incentive plans Nil Nil Nil Nil 185,000 Nil Nil Nil Nil 200,000 Nil Nil Nil Nil 121,500

Trading Price and Volume

None of the securities of Urban are listed on an exchange or trade on a market, and as a result there are no stock exchange prices or trading volumes to disclose.

Non-Arm’s Length Transactions

An aggregate of $500,000 (collectively, the “ Urban Loans ”) was advanced to the sole shareholder of Urban by way of promissory notes from October to December 2024. The Urban Loans were advanced as part of the tax planning process undertaken by the sole shareholder of Urban. The Urban Loans will be set off against the Urban Dividend.

Urban has not acquired any assets or received any services from any director, officer or Insider of Urban. Other than the Urban Loans, Urban has no indebtedness owing to a related party of Urban or any Associate or Affiliate of Urban.

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Legal Proceedings

Except as disclosed below, there are no legal proceedings material to Urban to which Urban is a party to or of which any of its property is the subject matter, and there are no such proceedings known to Urban to be contemplated.

All of the legal proceedings listed involve one former customer of Urban. Each proceeding is with respect to the specific projects that Urban performed services and was not paid.

(i) Urban commenced litigation against a former customer with respect to unpaid invoices arising from work completed by Urban at a new residential subdivision/development located in Ayr, North Dumfries, Ontario. The customer has filed a statement of defence and a counterclaim against Urban alleging breach of contract on the part of Urban. Urban intends to defend the allegations contained in the counterclaim and believes that the allegations there are without merit.
(ii) Urban commenced litigation against a former customer with respect to unpaid invoices arising from work completed by Urban at a new residential subdivision/development located in the township of Arthur, in the County of Wellington, Ontario. The customer has filed a statement of defence and a counterclaim against Urban alleging breach of contract on the part of Urban. Urban intends to defend the allegations contained in the counterclaim and believes that the allegations there are without merit.
(iii) Urban commenced litigation against a former customer with respect to unpaid invoices arising from work completed by Urban at a new residential subdivision/development located in the Town of Bradford, Ontario. The customer has filed a statement of defence and a counterclaim against Urban alleging breach of contract on the part of Urban. Urban intends to defend the allegations contained in the counterclaim and believes that the allegations there are without merit.
(iv) Urban commenced litigation against a former customer with respect to unpaid invoices arising from work completed by Urban at a new residential subdivision/development located in the City of Hamilton, Ontario. The customer has filed a statement of defence and a counterclaim against Urban alleging breach of contract on the part of Urban. Urban intends to defend the allegations contained in the counterclaim and believes that the allegations there are without merit.
(v) Urban commenced litigation against a former customer with respect to unpaid invoices arising from work completed by Urban at a new residential subdivision/development located in City of Cambridge, Ontario. The customer has filed a statement of defence and a counterclaim against Urban alleging breach of contract on the part of Urban. Urban intends to defend the allegations contained in the counterclaim and believes that the allegations there are without merit.

Auditor, Transfer Agent and Registrar

The auditor of Urban is Buckley Dodds CPA located at Suite 2700, 1177 West Hastings Street, Vancouver, British Columbia, V6E 2K3.

Urban acts as its own transfer agent and registrar.

Material Contracts

Urban has not entered into any material agreements since the date this is two years prior to the date hereof, other than the following:

(i) The RTO Letter Agreement.
(ii) The Business Combination Agreement.
(iii) The Finder’s Agreement.

Copies of the above agreements may be inspected without charge at Urban’s head office during normal business hours prior to the completion of the Qualifying Transaction and for a period of 30 days thereafter.

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PART V INFORMATION CONCERNING THE RESULTING ISSUER

Corporate Structure

Name and Incorporation

Following Completion of the Transaction, it is anticipated that (i) the Resulting Issuer’s name will be amended to be “Urban Infrastructure Group Inc.” (or such other name as may be determined by the directors and found acceptable under the OBCA and by the Exchange), (ii) the Resulting Issuer’s head and registered office will be at 106 East Drive, 2[nd] Floor, Brampton, Ontario L6T 1C1 , (iii) the Resulting Issuer will be governed by the OBCA, and (iv) the Resulting Issuer will be listed and posted for trading on the Exchange under the trading symbol “UIG”.

Intercorporate Relationships

Following Completion of the Transaction it is anticipated that (i) Urban will be a subsidiary of the Resulting Issuer, (ii) Urban’s head and registered office will be at 106 East Drive, 2[nd] Floor, Brampton, Ontario L6T 1C1, (iii) Urban will be governed by the OBCA, and (iv) the following will be the corporate organization of the Resulting Issuer:

Urban Infrastructure Group Inc. (formerly Deal Pro Capital Corporation) Urban Utilities Contractors Inc.

Notes:

On Closing, Amalco will have two classes of securities – the Amalco Common Shares and the Amalo Class B Shares.

Amalco Class B Share Exchange Agreement

On Closing, the Resulting Issuer will be the beneficial and registered owner of all of the issued and outstanding Amalco Common Shares. The Amalco Class B Shares will be owned by certain Urban Shareholders. The Resulting Issuer and the registered holders of the Amalco Class B Shares will enter into a contractual agreement whereby the Resulting Issuer will have the right to acquire all of the issued and outstanding Amalco Class B Shares in exchange for Resulting Issuer Shares on a one for one basis. The right of the Resulting Issuer to acquire the Amalco Class B Shares shall be subject to the condition that upon the acquisition of the Amalco Class B Shares, the Resulting Issuer will be in compliance with the Exchange’s initial listing requirement as to the percentage of Resulting Issuer Shares held by Public Shareholders.

The exact number of Amalco Class B Shares issued to the Urban Shareholders will be disclosed in the Closing Press Release.

Narrative Description of the Business

Upon Completion of the Transaction, the Resulting Issuer’s business shall continue to be the business of Urban. See “ Information Concerning Urban - General Development of the Business ”.

Stated Business Objectives and Milestones

Upon Completion of the Transaction, the Resulting Issuer’s business will be Urban’s business. It is intended that the Resulting Issuer will be classified as a Tier 1 industrial issuer for the purposes of the policies of the Exchange. With the funds available upon Completion of the Transaction, the Resulting Issuer expects to continue operations as a concrete and drain contractor for the low-rise construction industry.

Urban expects that proceeds from the Offering coupled with cash flow from sales will be sufficient to sustain the business for more than 18 months. As Urban is currently cash flow positive (believes that it will remain so for the foreseeable future), there are no critical development milestones required to achieve any material objectives.

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Description of Securities

The share structure of the Resulting Issuer will be similar to the share structure of Deal Pro and the rights associated with each Resulting Issuer Share will be the same as the rights associated with each Deal Pro Share. See “ Information Concerning Deal Pro – Description of Securities ”.

Following the Completion of the Transaction and the Concurrent Financing, the following is issued and outstanding share capitalization of the Resulting Issuer:

Resulting Issuer Shares held by the Deal Pro Shareholders Resulting Issuer Shares issued to the Urban Shareholders Resulting Issuer Shares issued pursuant to the Finder’s Agreement Resulting Issuer Shares issued to investors in the Concurrent Financing Resulting Issuer Shares to be issued on the acquisition of the Amalco Class B Shares(3) (4) Resulting Issuer Warrants issued to investors in the Concurrent Financing Concurrent Financing Finder Warrants issued to finders pursuant to the Concurrent Financing Stock Options issued to former directors, officers and advisors of Deal Pro	Number of Resulting Issuer Shares upon Completion of the Transaction and the Minimum Financing (1) 8,207,001 49,000,000 4,000,000 1,333,333 51,000,000(4) 666,667 106,667 820,700	Number of Resulting Issuer Shares upon Completion of the Transaction and the Maximum Financing (2)
		8,207,001 100,000,000 5,333,333 33,333,333 - 16,666,667 2,666,667 820,700

Notes:

Assuming closing of the Minimum Financing and there being a total of 62,540,334 Resulting Issuer Shares issued and outstanding on Completion of the Transaction.
Assuming closing of the Maximum Financing and there being a total of 146,873,668 Resulting Issuer Shares issued and outstanding on Completion of the Transaction.
The Amalco Class B Shares are being issued in order for the Resulting Issuer to meet the Exchange’s initial listing requirement as to the percentage of common shares held by Public Shareholders. The Resulting Issuer and the registered holders of the Amalco Class B Shares will enter into a contractual agreement whereby the Resulting Issuer will have the right to acquire all of the issued and outstanding Amalco Class B Shares in exchange for Resulting Issuer Shares on a one for one basis. The right of the Resulting Issuer to acquire the Amalco Class B Shares shall be subject to the condition that upon the acquisition of the Amalco Class B Shares, the Resulting Issuer will be in compliance with the Exchange’s initial listing requirement as to the percentage of Resulting Issuer Shares held by Public Shareholders. The exact number of Amalco Class B Shares to be issued will be determined immediately prior to Closing and will be dependent on the exact number of Urban Class B Shares. The exact number of Urban Class B Shares will be dependent on the number of Urban Common Shares issued pursuant to the Concurrent Financing.
The exact number of Amalco Class B Shares issued on Closing will be disclosed in the Closing Press Release.

Resulting Issuer Shares

The holders of Resulting Issuer Shares, including those issued pursuant to the Transaction, will be entitled to receive notice of and to attend all meetings of the shareholders of the Resulting Issuer and to one vote per share at meetings of the shareholders of the Resulting Issuer. Except as otherwise set out below or as required by law, holders of Resulting Issuer Shares shall vote as one class at all meetings of shareholders of the Resulting Issuer. The holders of Resulting Issuer Shares will also be entitled to receive dividends as and when declared by the board of directors of the Resulting Issuer on the Resulting Issuer Shares as a class; provided that no dividend may be declared or paid in respect of Resulting Issuer Shares unless concurrently therewith the same dividend is declared or paid on the Resulting Issuer Shares. The holders of the Resulting Issuer Shares shall be entitled,

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in the event of any liquidation, dissolution or winding up, whether voluntary or involuntary, or any other distribution of assets among the Resulting Issuer’s shareholders for the purpose of winding up its affairs, to share in such assets of the Resulting Issuer as are available for distribution. All Resulting Issuer Shares outstanding after Completion of the Transaction will be fully paid and non-assessable and not subject to any pre-emptive rights, conversion or exchange rights, redemption, retraction or surrender provisions, sinking or purchase fund provisions, provisions permitting or restricting the issuance of additional securities or provisions requiring a shareholder to contribute additional capital.

Resulting Issuer Warrants

The holders of Resulting Issuer Warrants will be entitled to the purchase of one Resulting Issuer Share for each whole Resulting Issuer Warrant held. The Resulting Issuer Warrants will have an exercise price of $0.25 per Resulting Issuer Share and will expire 24 months after the Closing. The Resulting Issuer Warrants will be subject to customary adjustments for subdivision, consolidation, reclassification, amalgamation, and other actions that may affect the Resulting Issuer Shares.

Concurrent Financing Finder Warrants

The holders of Concurrent Financing Finder Warrants will be entitled to the purchase of one Resulting Issuer Unit per one Concurrent Financing Finder Warrant held. The Concurrent Financing Finder Warrants will have an exercise price of $0.15 per Resulting Issuer Unit and will expire 24 months after the Closing. The Concurrent Financing Finder Warrants will be subject to customary adjustments for subdivision, consolidation, reclassification, amalgamation, and other actions that may affect the Resulting Issuer Shares. Each Resulting Issuer Unit will be comprised of one Resulting Issuer Share and one half of one Resulting Issuer Warrant.

Stock Options

Upon the Completion of the Transaction, the Resulting Issuer will have 570,000 Stock Options outstanding. The holders of the 570,000 Stock Options will be entitled to the purchase of one Resulting Issuer Share at a price of $0.05 of which 154,054 Stock Options expire on June 25, 2031 and 415,946 Stock Options expire withing 12 months from Closing. The holders of 250,700 Stock Options will be entitled to the purchase of one Resulting Issuer Share at a price of $0.10 of which 67,757 Stock Options expire on October 22, 2031 and 182,943 Stock Options expire withing 12 months from Closing. The Stock Options will be subject to customary adjustments for subdivision, consolidation, reclassification, amalgamation, and other actions that may affect the Resulting Issuer Shares.

Resulting Issuer Equity Incentive Plan

At the special meeting of Deal Pro Shareholders held on January 16, 2024, the shareholders approved the new form of equity incentive plan (the “ Resulting Issuer Equity Incentive Plan ”).

On December 15, 2023, the Deal Pro Board adopted the Resulting Issuer Equity Incentive Plan to create more flexibility in the types of awards that may be granted to directors, officers, employees and consultants of the Resulting Issuer. The Resulting Issuer Equity Incentive Plan is considered a “rolling” securities-based compensation plan under Exchange policies. Under the policies of the Exchange, all listed companies with a “rolling” security-based compensation plan must obtain shareholder approval of such plan on a yearly basis.

Under the Resulting Issuer Equity Incentive Plan, all outstanding stock options granted under the Stock Option Plan (the “ Outstanding Prior Awards ”) will continue to be governed by those plans.

The following information is intended as a brief description of the Resulting Issuer Equity Incentive Plan and is qualified in its entirety by the full text of the Resulting Issuer Equity Incentive Plan.

Purpose

The purpose of the Resulting Issuer Equity Incentive Plan is to promote the long‐term success of the Resulting Issuer and the creation of shareholder value by: (i) encouraging the attraction and retention of eligible persons; (ii) encouraging such eligible persons to focus on critical long‐term objectives; and (iii) promoting greater alignment of the interests of such eligible persons with the interests of the Resulting Issuer.

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The Resulting Issuer Equity Incentive Plan provides flexibility to the Resulting Issuer to grant equity‐based incentive awards in the form of stock options (“ Options ”) as well as restricted share units (“ RSUs ”), performance share units (“ PSUs ”) and deferred share units (“ DSUs ” and, collectively with the RSUs and PSUs, the “ Performance‐Based Awards ”) to eligible persons.

Shares Subject to the Resulting Issuer Equity Incentive

The Resulting Issuer Equity Incentive Plan provides for the award of equity incentives to eligible persons in the form of Options and Performance‐Based Awards representing (together, the “ Resulting Issuer Equity Incentive Plan Awards ”), in the aggregate, up to such number of Resulting Issuer Shares as is equal ten percent of the issued and outstanding as at the date of each award (including any Outstanding Prior Awards). The Resulting Issuer Equity Incentive Plan is considered an “evergreen” plan, since the Resulting Issuer Shares covered by the Resulting Issuer Equity Incentive Plan Awards (and any Outstanding Prior Awards) which have been exercised, settled or terminated shall be available for subsequent grants under the Resulting Issuer Equity Incentive Plan and the number of Resulting Issuer Shares available for issuance pursuant to the Resulting Issuer Equity Incentive Plan increases as the number of issued and outstanding Resulting Issuer Shares increases.

Participation Limits

The Resulting Issuer Equity Incentive Plan provides that:

(a) unless the Resulting Issuer has obtained disinterested shareholder approval, the maximum aggregate number of Resulting Issuer Shares issuable to Insiders under the Resulting Issuer Equity Incentive Plan, within any twelve month period and at any point in time under the Resulting Issuer Equity Incentive Plan, together with Resulting Issuer Shares reserved for issuance to insiders under all of the Resulting Issuer’s other Security‐Based Compensation Arrangements (as defined in the Resulting Issuer Equity Incentive Plan), shall not exceed ten percent of the issued and outstanding Shares (calculated as at the date of any grant);
(b) unless the Resulting Issuer has obtained disinterested shareholder approval, the maximum aggregate number of Resulting Issuer Shares issuable to any Participant (as defined in the Resulting Issuer Equity Incentive Plan) under the Resulting Issuer Equity Incentive Plan, within any twelve month period, together with Resulting Issuer Shares reserved for issuance to such Participant (and to companies wholly‐owned by that Participant) under all of the Resulting Issuer’s other security‐based compensation arrangements, shall not exceed five percent of the issued and outstanding Resulting Issuer Shares (calculated as at the date of any grant);
(c) the maximum aggregate number of Resulting Issuer Shares issuable to any one Consultant (as defined in the Resulting Issuer Equity Incentive Plan) under the Resulting Issuer Equity Incentive Plan, within any twelve month period, together with Resulting Issuer Shares issuable to such Consultant under all of the Resulting Issuer’s other security‐ based compensation arrangements, shall not exceed two percent of the issued and outstanding Resulting Issuer Shares (calculated as at the date of any grant); and
(d) the maximum aggregate number of Resulting Issuer Shares issuable pursuant to grants of Stock Options to all investor relation service providers performing investor relations activities under the Resulting Issuer Equity Incentive Plan, within any twelve-month period, shall not in aggregate exceed two percent of the issued and outstanding Resulting Issuer Shares (calculated as at the date of any grant). For the avoidance of doubt, persons performing investor relations activities are only eligible to receive Stock Options under the Resulting Issuer Equity Incentive Plan; they are not eligible to receive any Performance‐Based Award or other type of securities-based compensation under the Resulting Issuer Equity Incentive Plan.

Administration of the Resulting Issuer Equity Incentive Plan

The Resulting Issuer Equity Incentive Plan is administered by the Resulting Issuer Board and the board has full authority to administer the Resulting Issuer Equity Incentive Plan, including the authority to interpret and construe any provision of the Resulting Issuer Equity Incentive Plan and to adopt, amend and rescind such rules and regulations for administering the Resulting Issuer Equity Incentive Plan as the Resulting Issuer Board may deem necessary in order to comply with the requirements of the Resulting Issuer Equity Incentive Plan.

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Eligible Persons under the Resulting Issuer Equity Incentive Plan

When used in connection with the grant of Stock Options, all officers, directors, employees, management company employees and consultants of the Resulting Issuer are eligible to participate in the Resulting Issuer Equity Incentive Plan. When used in connection with the grant of Performance‐Based Awards, all officers, directors, employees, management company employees and consultants of the Resulting Issuer that do not perform investor relations activities are eligible to participate in the Resulting Issuer Equity Incentive Plan. The extent to which any such individual is entitled to receive a grant of an award pursuant to the Resulting Issuer Equity Incentive Plan will be determined in the sole and absolute discretion of the Resulting Issuer Board. Each person who receives a grant under the Resulting Issuer Equity Incentive Plan is referred to as a “Participant”.

Types of Awards

Awards of Stock Options, RSUs, PSUs and DSUs may be made under the Resulting Issuer Equity Incentive Plan. All of the awards described below are subject to the conditions, limitations, restrictions, exercise price, vesting, settlement and forfeiture provisions determined by the Board, in its sole discretion, subject to such limitations provided in the Resulting Issuer Equity Incentive Plan and will generally be evidenced by an award agreement.

Stock Options:

An Stock Option entitles a holder thereof to purchase a prescribed number of Resulting Issuer Shares at an exercise price determined by the Resulting Issuer Board at the time of the grant of the Stock Option, provided that the exercise price of a Stock Option granted under the Resulting Issuer Equity Incentive Plan shall not be less than the Discounted Market Price (as defined in the policies of the Exchange), provided that if a Stock Option is proposed to be granted by the Resulting Issuer after the Resulting Issuer has just been recalled for trading following a suspension or halt, the Resulting Issuer must wait at least ten trading days since the day on which trading in the Resulting Issuer’s securities resumes before setting the exercise price for and granting the Stock Option. Each Stock Option shall, unless sooner terminated, expire on a date to be determined by the Board which will not exceed ten years from the date of grant of the Stock Option. The Resulting Issuer Board may, in its absolute discretion, upon granting Stock Options under the Resulting Issuer Equity Incentive Plan, specify different time periods following the dates of granting the Stock Options during which the Participant may exercise their Stock Options to purchase Resulting Issuer Shares and may designate different exercise prices and numbers of Resulting Issuer Shares in respect of which each Participant may exercise Stock Options during each respective time period. Subject to the discretion of the Resulting Issuer Board, the Stock Options granted to a Participant under the Resulting Issuer Equity Incentive Plan shall vest as determined by the Resulting Issuer Board on the date of grant of such Stock Options. If the Resulting Issuer Board does not specify a vesting schedule at the date of grant, then Stock Options granted to persons, other than those conducting investor relations activities, shall vest fully on the date of grant, and in any event in accordance with the policies of the Exchange. Stock Options issued to persons conducting investor relations activities must vest (and shall not otherwise be exercisable) in stages over a minimum of twelve months with no more than ¼ of the Stock Options vesting in any three-month period commencing no earlier than three months after the date of grant.

If the award agreement for the grant of Stock Options so provides, in the event of a change of control (as defined in the Resulting Issuer Equity Incentive Plan), all Stock Options granted to a Participant shall become fully vested and shall become exercisable by the Participant in accordance with the terms of such award agreement and the Resulting Issuer Equity Incentive Plan. No acceleration of the vesting of any Stock Options shall be permitted without prior Exchange review and acceptance for Stock Options issued to persons conducting investor relations activities.

Other than as may be set forth in the award agreement for the grant of Stock Options, upon the death of a Participant, any Stock Options granted to such Participant which, prior to the Participant’s death, have not vested, will immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect; and the Participant or his or her estate, as the case may be, shall have no right, title or interest therein whatsoever. Any Stock Options granted to such Participant which, prior to the Participant’s death, had vested pursuant to the terms of the applicable award agreement will accrue to the Participant’s estate in accordance with Resulting Issuer Equity Incentive Plan.

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Where a Participant’s relationship with the Resulting Issuer is terminated by the Resulting Issuer or a subsidiary for cause, all Stock Options granted to the Participant under the Resulting Issuer Equity Incentive Plan will immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the termination date.

Where a Participant’s relationship with the Resulting Issuer terminates by reason of termination by the Resulting Issuer or a subsidiary without cause, by voluntary termination, voluntary resignation or due to retirement by the Participant, such that the Participant no longer qualifies as an eligible person, all Stock Options granted to the Participant under the Resulting Issuer Equity Incentive Plan that have not vested will, unless the applicable award agreement provides otherwise and subject to the provisions below, immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the termination date; provided, however, that any Stock Options granted to such Participant which, prior to the Participant’s termination without cause, voluntary termination, voluntary resignation or Retirement, had vested pursuant to the terms of the applicable award agreement will accrue to the Participant in accordance with the Resulting Issuer Equity Incentive Plan and shall be exercisable by such Participant for a period of 90 days following the date the Participant ceased to be an eligible person, or such longer period as may be provided for in the award agreement or as may be determined by the Board provided such period does not exceed twelve months after the termination date.

Where a Participant becomes afflicted by a disability, all Stock Options granted to the Participant under the Resulting Issuer Equity Incentive Plan will continue to vest in accordance with the terms of such Stock Options; provided, however, that no Stock Options may be redeemed during a leave of absence. Where a Participant’s relationship is terminated due to disability such that the Participant ceases to be an eligible person, all Stock Options granted to the Participant under this Plan that have not vested will, unless the applicable award agreement provides otherwise and subject to the provisions below, immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the termination date; provided, however, that any Stock Options granted to such Participant which, prior to the termination of the Participant’s relationship with the Resulting Issuer due to disability, had vested pursuant to terms of the applicable award agreement, will accrue to the Participant in accordance with the Resulting Issuer Equity Incentive Plan and shall be exercisable by such Participant for a period of 90 days following the date the termination date, or such longer period as may be provided for in the award agreement or as may be determined by the Resulting Issuer Board.

The maximum number of Stock Options that can be granted cannot exceed 10% of the issued and outstanding Resulting Issuer Shares at time of grant.

Restricted Share Units: A RSU is a right awarded to a Participant who does not perform investor relations services, as compensation for employment or consulting services or services as a director or officer, to receive for no additional cash consideration, securities of the Resulting Issuer upon specified vesting criteria being satisfied, and subject to the terms and conditions of the Resulting Issuer Equity Incentive Plan and the applicable award agreement, and which may be paid in cash and/or Resulting Issuer Shares. The number of RSUs to be credited to each participant shall be determined by the Board in its sole discretion in accordance with the Resulting Issuer Equity Incentive Plan. All RSUs will vest and become payable by the issuance of Resulting Issuer Shares at the end of the restriction period if all applicable restrictions have lapsed, as such restrictions may be specified in the award agreement.

RSUs shall be subject to such restrictions as the Resulting Issuer Board, in its sole discretion, may establish in the applicable award agreement, which restrictions may lapse separately or in combination at such time or times and on such terms, conditions and satisfaction of objectives as the Resulting Issuer Board may, in its discretion, determine at the time a RSU is granted.

The Resulting Issuer Board shall determine any vesting terms applicable to the grant of RSUs, however, no RSUs may vest before the date that is one year following the date of the award.

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If the award agreement so provides, in the event of a change of control (as defined in the Resulting Issuer Equity Incentive Plan), all restrictions upon any RSUs shall lapse immediately and all such RSUs shall become fully vested in the Participant in accordance with the Resulting Issuer Equity Incentive Plan.

Other than as may be set forth in the applicable award agreement, upon the death of a Participant, any RSUs granted to such Participant which, prior to the Participant’s death, have not vested, will be immediately and automatically forfeited and cancelled without further action and without any cost or payment, and the Participant or his or her estate, as the case may be, shall have no right, title or interest therein whatsoever. Any RSUs granted to such Participant which, prior to the Participant’s death, had vested pursuant to the terms of the applicable award agreement will accrue to the Participant’s estate in accordance with the Resulting Issuer Equity Incentive Plan.

Where a Participant’s relationship with the Resulting Issuer is terminated by the Resulting Issuer or a subsidiary for cause, all RSUs granted to the Participant under the Resulting Issuer Equity Incentive Plan will immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the termination date.

Where a Participant’s relationship with the Resulting Issuer terminates by reason of termination by the Resulting Issuer or a subsidiary without cause, by voluntary termination, voluntary resignation or due to retirement by the Participant, all RSUs granted to the Participant under the Resulting Issuer Equity Incentive Plan that have not vested will, unless the applicable award agreement provides otherwise and subject to the provisions below, immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the termination date and the Participant shall have no right, title or interest therein whatsoever; provided, however, that any RSUs granted to such Participant which, prior to the Participant’s termination without cause, voluntary termination, voluntary resignation or retirement, had vested pursuant to the terms of the applicable award agreement will accrue to the Participant in accordance with the Resulting Issuer Equity Incentive Plan.

Where a Participant becomes afflicted by a disability, all RSUs granted to the Participant under the Resulting Issuer Equity Incentive Plan will continue to vest in accordance with the terms of such RSUs; provided, however, that no RSUs may be redeemed during a leave of absence. Where a Participant’s relationship is terminated due to disability such that the Participant ceases to be an eligible person, all RSUs granted to the Participant under the Resulting Issuer Equity Incentive Plan that have not vested will, unless the applicable award agreement provides otherwise and subject to the provisions below, immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the termination date and the Participant shall have no right, title or interest therein whatsoever; provided, however, that any RSUs granted to such Participant which, prior to the Participant’s termination due to disability, had vested pursuant to terms of the applicable award agreement will accrue to the Participant in accordance with the Resulting Issuer Equity Incentive Plan.

As soon as practicable after each vesting date of a RSU, the Resulting Issuer shall, at the sole discretion of the Resulting Issuer Board, either: (a) issue to the Participant from treasury the number of Resulting Issuer Shares equal to the number of RSUs that have vested; or (b) make a cash payment in an amount equal to the Market Unit Price (as defined in the Resulting Issuer Equity Incentive Plan) on the next trading day after the vesting date of the RSUs, net of applicable withholdings.

Performance Share Units:

A PSU is a right awarded to a Participant who does not perform investor relations services, as compensation for employment or consulting services or services as a director or officer, to receive, for no additional cash consideration, securities of the Resulting Issuer upon specified performance and vesting criteria being satisfied, subject to the terms and conditions of the Resulting Issuer Equity Incentive Plan and the applicable award agreement, and which may be paid in cash and/or Resulting Issuer Shares.

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Subject to the provisions of the Resulting Issuer Equity Incentive Plan and such other terms and conditions as the Resulting Issuer Board may prescribe, the Resulting Issuer Board may, from time to time, grant awards of PSUs to eligible persons that do not perform investor relations activities. The number of PSUs to be awarded to any Participant shall be determined by the Resulting Issuer Board, in its sole discretion, in accordance with the Resulting Issuer Equity Incentive Plan. Each PSU shall, contingent upon the attainment of the performance criteria within the performance cycle, represent one Resulting Issuer Share.

The Resulting Issuer Board will select, settle and determine the performance criteria (including without limitation the attainment thereof), for purposes of the vesting of the PSUs, in its sole discretion. An award agreement may provide the Resulting Issuer Board with the right to revise the performance criteria and the award amounts if unforeseen events (including, without limitation, changes in capitalization, an equity restructuring, an acquisition or a divestiture) occur which have a substantial effect on the financial results and which in the sole judgment of the Resulting Issuer Board make the application of the performance criteria unfair unless a revision is made.

All PSUs will vest and become payable to the extent that the performance criteria set forth in the award agreement are satisfied in the performance cycle, the determination of which satisfaction shall be made by the Resulting Issuer Board on the determination date. No PSU may vest before the date that is one year following the date of the award.

If the award agreement so provides, in the event of a change of control (as defined in the Resulting Issuer Equity Incentive Plan), all PSUs granted to a Participant shall become fully vested in such Participant (without regard to the attainment of any performance criteria) and shall become payable to the Participant in accordance with the Resulting Issuer Equity Incentive Plan.

Other than as may be set forth in the applicable award agreement and below, upon the death of a Participant, all PSUs granted to the Participant which, prior to the Participant’s death, have not vested, will immediately and automatically be forfeited and cancelled without further action and without any cost or payment, and the Participant or his or her estate, as the case may be, shall have no right, title or interest therein whatsoever; provided, however, the Board may determine, in its sole discretion, the number of the Participant’s PSUs that will vest based on the extent to which the applicable performance criteria have been satisfied in that portion of the performance cycle that has lapsed.

Where a Participant’s relationship with the Resulting Issuer is terminated by the Resulting Issuer or a subsidiary for cause, all PSUs granted to the Participant under the Resulting Issuer Equity Incentive Plan will immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the termination date.

Where a Participant becomes afflicted by a disability, all PSUs granted to the Participant under the Resulting Issuer Equity Incentive Plan will continue to vest in accordance with the terms of such PSUs; provided, however, that no PSUs may be redeemed during a leave of absence. Where a Participant’s relationship is terminated due to disability such that the Participant ceases to be an eligible person, all PSUs granted to the Participant under the Resulting Issuer Equity Incentive Plan that have not vested will, unless the applicable award agreement provides

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otherwise and subject to the provisions below, immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the termination date, and the Participant shall have no right, title or interest therein whatsoever; provided, however, that the Resulting Issuer Board may determine, in its sole discretion, the number of the Participant’s PSUs that will vest based on the extent to which the applicable performance criteria have been satisfied in that portion of the performance cycle that has lapsed.

Payment to Participants in respect of vested PSUs shall be made after the determination date for the applicable award and in any case within 95 days after the last day of the performance cycle to which such award relates. The Resulting Issuer shall, at the sole discretion of the Resulting Issuer Board, either: (a) issue to the Participant the number of Resulting Issuer Shares equal to the number of PSUs that have vested on the determination date; or (b) make a cash payment in an amount equal to the Market Unit Price (as defined in the Resulting Issuer Equity Incentive Plan) on the next trading day after the determination date of the PSUs that have vested, net of applicable withholdings.

Deferred Share Units

A DSU is a right granted to a participant who does not perform investor relations services, as compensation for employment or consulting services or services as a director or officer, to receive, for no additional cash consideration, securities of the Resulting Issuer on a deferred basis upon specified vesting criteria being satisfied, subject to the terms and conditions of the Resulting Issuer Equity Incentive Plan and the applicable award agreement, and which may be paid in cash and/or Resulting Issuer Shares.

Subject to the provisions of the Resulting Issuer Equity Incentive Plan and such other terms and conditions as the Resulting Issuer Board may prescribe, the Resulting Issuer Board may, from time to time, grant awards of DSUs to directors in lieu of fees (including annual Resulting Issuer Board retainers, chair fees, meeting attendance fees or any other fees payable to a director) or to other eligible persons as compensation for employment or consulting services. The number of DSUs to be credited to each Participant shall be determined by the Resulting Issuer Board in its sole discretion in accordance with the Resulting Issuer Equity Incentive Plan. The number of DSUs shall be specified in the applicable award agreement. Each director may elect to receive any or all of his or her fees in DSUs under the Resulting Issuer Equity Incentive Plan.

The number of DSUs shall be calculated by dividing the amount of fees selected by a director by the Market Unit Price (as defined in the Resulting Issuer Equity Incentive Plan) on the grant date (or such other price as required under the policies of the Exchange) which shall be the 10[th] business day following each financial quarter end. Any fractional DSU shall be rounded down, and no payment or other adjustment will be made with respect to the fractional DSU.

No DSUs may vest before the date that is one year following the date of the award of the DSU.

Each participant shall be entitled to receive, after the effective date that the Participant ceases to be an eligible person for any reason, on a day designated by the Participant and communicated to the Resulting Issuer by the Participant in writing at least fifteen days prior to the designated day (or such earlier date after the participant ceases to be an eligible person as the participant and the Resulting Issuer may agree, which date shall be no later than the end of the calendar year following the year in which the participant ceases to be an eligible person) and if no such notice is given, then on the first anniversary of the effective date that the Participant ceases to be an eligible person, at the sole discretion of the Resulting Issuer Board, either: (a) that number of Resulting Issuer Shares equal to the number of vested DSUs credited to the participant’s account, such Resulting Issuer Shares to be issued from treasury of the Resulting Issuer; or (b) a cash payment in an amount equal to the Market Unit Price on the next trading day after the Participant ceases to be an eligible person of the vested DSUs, net of applicable withholdings.

In the event that the value of a DSU would be determined with reference to a period commencing at a fiscal quarter‐end of the Resulting Issuer and ending prior to the public disclosure of interim financial statements for the quarter (or annual financial statements in the

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case of the fourth quarter), the cash payment of the value of the DSUs will be made to the Participant with reference to the five (5) trading days immediately following the public disclosure of the interim financial statements for that quarter (or annual financial statements in the case of the fourth quarter).

Upon death of a Participant holding DSUs that have vested, the Participant’s estate shall be entitled to receive, within 120 days after the Participant’s death and at the sole discretion of the Resulting Issuer Board, a cash payment or Resulting Issuer Shares that would have otherwise been payable in accordance with the Resulting Issuer Equity Incentive Plan to the Participant upon such Participant ceasing to be an eligible person.

General Provisions of the Resulting Issuer Equity Incentive Plan

Non‐Transferability
No Option or Performance‐Based Award and no right under any such Option or Performance‐ Based Award shall be assignable, alienable, saleable, or transferable by a participant otherwise than by will or by the laws of descent and distribution and only then if permitted by the policies of the Exchange. No Option or Performance‐Based Award and no right under any such Stock Option or Performance‐Based Award, may be pledged, alienated, attached, or otherwise encumbered, and any purported pledge, alienation, attachment, or encumbrance thereof shall be void and unenforceable against the Resulting Issuer.
Black‐out Periods In the event that the date provided for expiration, redemption or settlement of an award falls within a blackout period imposed by the Resulting Issuer pursuant to a trading policy as the result of the bona fide existence of undisclosed material information, the expiry date, redemption date or settlement date, as applicable, of the award shall automatically be extended to the date that is ten business days following the date of expiry of the blackout period. Notwithstanding the foregoing, there will be no extension of any award if the Resulting Issuer (or the Participant) is subject to a cease trade order (or similar order under applicable law.
Deductions Whenever cash is to be paid in respect of DSUs, RSUs or PSUs, the Resulting Issuer shall have the right to deduct from all cash payments made to a Participant any taxes required by law to be withheld with respect to such payments. Whenever Resulting Issuer Shares are to be delivered in respect of DSUs, RSUs or PSUs, the Resulting Issuer shall have the right to deduct from any other amounts payable to the Participant any taxes required by law to be withheld with respect to such delivery of Resulting Issuer Shares, or if any payment due to the Participant is not sufficient to satisfy the withholding obligation, to require the Participant to remit to the Resulting Issuer in cash an amount sufficient to satisfy any taxes required by law to be withheld. At the sole discretion of the Resulting Issuer Board, a Participant may be permitted to satisfy the foregoing requirement by, all in accordance with the policies of the Exchange by (a) electing to have the Resulting Issuer withhold from delivery Resulting Issuer Shares having a value equal to the amount of tax required to be withheld; or (b) delivering (on a form prescribed by the Resulting Issuer) an irrevocable direction to a securities broker approved by the Resulting Issuer to sell all or a portion of the Resulting Issuer Shares and deliver to the Resulting Issuer from the sales proceeds an amount sufficient to pay the required withholding taxes.

Amendments to the The Board may at any time or from time to time, in its sole and absolute discretion and without Resulting Issuer Equity the approval of Resulting Issuer Shareholders, amend, suspend, terminate or discontinue the Incentive Plan Resulting Issuer Equity Incentive Plan and may amend the terms and conditions of any Stock Options or Performance‐Based Awards granted hereunder, subject to:

(a) any required disinterested shareholder approval to reduce the exercise price of a Stock Option or Performance‐Based Award issued to an insider in accordance with the policies of the Exchange while the Resulting Issuer Shares are listed on the Exchange;
(b) any required approval of any applicable regulatory authority or the Exchange; and
(c) any approval of Resulting Issuer Shareholders as required by the policies of the Exchange or applicable law, provided that Resulting Issuer Shareholder approval shall

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not be required for the following amendments and the Resulting Issuer Board may make any changes which may include but are not limited to:

(i) amendments of a “housekeeping nature”;
(ii) amendments for the purpose of curing any ambiguity, error or omission in the Resulting Issuer Equity Incentive Plan or to correct or supplement any provision of the Resulting Issuer Equity Incentive Plan that is inconsistent with any other provision of the Resulting Issuer Equity Incentive Plan;
(iii) amendments which are necessary to comply with applicable law or the requirements of the Exchange;
(iv) amendments respecting administration and eligibility for participation under the Resulting Issuer Equity Incentive Plan;
(v) amendments to the terms and conditions on which Option or Performance‐Based Awards may be or have been granted pursuant to Resulting Issuer Equity Incentive Plan including amendments to the vesting provisions and terms of any Options or Performance‐Based Awards;
(vi) with the exception of Options granted to persons performing investor relations activities, amendments which alter, extend or accelerate the terms of vesting applicable to any Options or Performance‐Based Awards; and
(vii) changes to the termination provisions of an Option, Performance‐Based Award or the Resulting Issuer Equity Incentive Plan which do not entail an extension beyond the original fixed term.

Term The Resulting Issuer Equity Incentive Plan shall terminate automatically ten years after the effective date and may be terminated on any earlier date as provided in the Resulting Issuer Equity Incentive Plan.

A copy of the Resulting Issuer Equity Incentive Plan is attached hereto as Appendix “G”.

Pro Forma Consolidated Capitalization

The following table sets forth the capitalization of the Resulting Issuer after giving effect to the Proposed Transaction, as more particularly described in the Pro Forma Consolidated Balance Sheet as at September 30, 2023 attached hereto as Appendix “F”.

Designation of Security Common Shares Contractual Obligation to Acquire Amalco Class B Shares Resulting Issuer Warrants(2) Concurrent Financing Finder Warrants(3)	Amount Authorized Unlimited Unlimited ½ Resulting Issuer Warrant issued as part of each Resulting Issuer Unit 8% of the Resulting Issuer Units issued as	Amount Outstanding prior to giving Effect to the Transaction 8,207,001 - - -	Amount Outstanding after giving Effect to the Transaction and assuming closing of the Minimum Financing 62,540,334 (1) 51,000,000 (2) 666,667 106,667	Amount Outstanding after giving Effect to the Transaction and assuming closing of the Maximum Financing
				146,873,668(1) - 16,666,667 2,666,667

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part of the Concurrent Financing Stock Options[(4)] Up to 10% of the issued 820,700 820,700 820,700 and outstanding Resulting Issuer Shares

Notes:

A certain number of the Resulting Issuers Shares will be subject to escrow or hold periods in excess of four months pursuant to Exchange policies. Please see “ Information concerning the Resulting Issuer – Escrowed Securities ”.
The Resulting Issuer Shares issuable upon the acquisition of the Amalco Class B Shares will be subject to escrow or hold periods in excess of four months pursuant to Exchange policies. Please see “ Information concerning the Resulting Issuer – Escrowed Securities ”.
Each Resulting Issuer Warrant, forming part of the Resulting Issuer Units to be issued pursuant to the Concurrent Financing, is exercisable for one Resulting Issuer Share at an exercise price of $0.25 per Resulting Issuer Share for a period of 24 months from the date of Closing.
Each Concurrent Financing Finder Warrant, expected to be issued prior to Completion of the Transaction in connection with the Concurrent Financing, is exercisable by the holders thereof to purchase one Resulting Issuer Unit at a price of $0.15 per Resulting Issuer Unit for a period of 24 months from the date of Closing.
570,000 Stock Options are exercisable into one Resulting Issuer Share at a price of $0.05 of which 154,054 Stock Options expire on June 25, 2031 and 415,946 Stock Options expire withing 12 months from Closing. The holders of 250,700 Stock Options will be entitled to the purchase of one Resulting Issuer Share at a price of $0.10 of which 67,757 Stock Options expire on October 22, 2031 and 182,943 Stock Options expire withing 12 months from Closing.

Fully Diluted Share Capital

The following table sets out the expected fully diluted share capital of the Resulting Issuer after giving effect to the Transaction, the closing of the Concurrent Financing and assuming the exercise or conversion of all options and convertible securities into Resulting Issuer Shares:

Shares issued and outstanding as at the date of the Filing Statement Reserved for issuance pursuant to the Business Combination Agreement Reserved for issuance pursuant to the Concurrent Financing Reserved for issuance pursuant to the Finders’ Agreement Reserved for issuance pursuant to the Acquisition of the Amalco Class B Shares(1) Reserved for issuance pursuant to the Resulting Issuer Warrants(2) Reserved for issuance pursuant to the Concurrent Financing Finder Warrants (3)(4)	Number of Resulting Issuer Shares upon Completion of the Transaction and assuming the closing of the Minimum Financing 8,207,001 49,000,000 1,333,333 4,000,000 51,000,000 666,667 106,667	Percentage of Total (assuming closing of the Minimum Financing) 7.13% 42.57% 1.16% 3.47% 44.29% 0.58% 0.09%	Number of Resulting Issuer Shares upon Completion of the Transaction and assuming the closing of the Maximum Financing 8,207,001 100,000,000 33,333,333 5,333,333 - 16,666,667 4,000,000	Percentage of Total (assuming closing of the Maximum Financing)
				4.87% 59.39% 19.79% 3.18% - 9.89% 2.39%

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Reserved for issuance
pursuant to the Stock	820,700	0.71%	820,700	0.49%
Options(5)
Total Number of Fully Diluted Securities	115,134,368	100%	168,361,034	100%

Notes:

The Resulting Issuer will only be able to acquire the Amalco Class B Shares, if, after the acquisition of the Amalco Class B Shares, the Resulting Issuer will be in compliance with the Exchange’s initial listing requirement as to the percentage of Resulting Issuer Shares held by Public Shareholders. The exact number of Amalco Class B Shares issued on Closing will be disclosed in the Closing Press Release.
Each Resulting Issuer Warrant, forming part of the Resulting Issuer Units to be issued pursuant to the Concurrent Financing, is exercisable for one Resulting Issuer Share at an exercise price of $0.25 per Resulting Issuer Share for a period of 24 months from the date of Closing.
Each Concurrent Financing Finder Warrant, expected to be issued prior to Completion of the Transaction in connection with the Concurrent Financing, is exercisable by the holders thereof to purchase one Resulting Issuer Unit at a price of $0.15 per Resulting Issuer Unit for a period of 24 months from the date of Closing.
Includes Resulting Issuer Shares issuable upon exercise of the Resulting Issuer Warrants forming part of the Resulting Issuer Unit issuable upon exercise of the Concurrent Financing Finder Warrants.
570,000 Stock Options are exercisable into one Resulting Issuer Share at a price of $0.05 of which 154,054 Stock Options expire on June 25, 2031 and 415,946 Stock Options expire withing 12 months from Closing. The holders of 250,700 Stock Options will be entitled to the purchase of one Resulting Issuer Share at a price of $0.10 of which 67,757 Stock Options expire on October 22, 2031 and 182,943 Stock Options expire withing 12 months from Closing.

Available Funds and Principal Purposes

Funds Available

The following table sets out information respecting the Resulting Issuer’s sources of funds upon Completion of the Transaction. The amounts shown in the table are estimates only and are based upon the information available to Deal Pro and Urban as of the date hereof.

Source		Estimated Amount Assuming Completion of the Transaction and the Minimum Financing (CDN$) $1,035,887 $184,000 $(300,000)	Estimated Amount Assuming Completion of the Transaction and the Maximum Financing (CDN$) $1,035,887 $4,600,000 $(700,000)
Estimated consolidated working capital as of December 31, 2023(1) Net funds raised from the Concurrent Financing Estimated fees and expenses of the Transaction and Financing(2) Available Funds
		$919,887	$4,935,887

Notes:

This amount does not include $1,202,414 in accounts receivable as it was excluded from working capital due to Urban adopting a conservative approach. The receivable primarily relates to amounts invoiced to a specific customer. Urban has been actively engaging with the customer to resolve the outstanding balance. As a result of non-payment, Urban commenced several construction lien actions against the customer. The customer has fully paid all amounts owed to Urban into the court. Management of Urban believes that it will be successful in recovering at least 50% of the receivable, or approximately $601,207 (the “Litigation Amount”). In the event that Urban recovers the Litigation Amount, the Resulting Issuer would have available funds of approximately $1,521,094 (in the event that the Minimum Financing is completed) and $5,537,094 (in the event that Maximum Financing is completed). It is expected that approximately $1,000,000 (assuming that the completion of the Minimum Financing) and $4,500,000 (assuming the completion of the Minimum Financing) will be used to fund growth initiatives. The amount to be used for business development and marketing will remain the same at $250,000 (assuming the completion of the Minimum Financing) and $500,000 (assuming the completion of the Minimum Financing).
Expenses including cash commission, listing fees, professional services, commissions and miscellaneous costs.

Principal Purposes of Funds

The funds available to the Resulting Issuer are expected to be used, principally, as follows:

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Principal Use of Funds Estimated Available Funds(1) General and Administrative(2) Business Development and Marketing Fund for future acquisitions Total Anticipated Use of Funds(3) Total Unallocated Funds	Estimated Amount Assuming Completion of the Minimum Financing (CDN$) $919,887 - $250,000 $500,000 $750,000 $169,887	Estimated Amount Assuming Completion of the Maximum Financing (CDN$)
		$4,935,887 - $500,000 $4,000,000 $4,500,000 $435,887

Notes:

This amount does not include $1,202,414 in accounts receivable as it was excluded from working capital due to Urban adopting a conservative approach. The receivable primarily relates to amounts invoiced to a specific customer. Urban has been actively engaging with the customer to resolve the outstanding balance. As a result of non-payment, Urban commenced several construction lien actions against the customer. The customer has fully paid all amounts owed to Urban into the court. Management of Urban believes that it will be successful in recovering at least 50% of the receivable, or approximately $601,207 (the “Litigation Amount”). In the event that Urban recovers the Litigation Amount, the Resulting Issuer would have available funds of approximately $1,521,094 (in the event that the Minimum Financing is completed) and $5,537,094 (in the event that Maximum Financing is completed). It is expected that approximately $1,000,000 (assuming that the completion of the Minimum Financing) and $4,500,000 (assuming the completion of the Minimum Financing) will be used to fund growth initiatives. The amount to be used for business development and marketing will remain the same at $250,000 (assuming the completion of the Minimum Financing) and $500,000 (assuming the completion of the Minimum Financing).
General and administrative expenses are comprised of salaries, supplies, and rent for the next 12 months for the Resulting Issuer. The General and Administrative expenses will be paid through the revenues generated from the business operations of the Resulting Issuer.
There is no order of priority for the use of funds. The estimated principal use of funds is based on raising the maximum amount under the Pre- Closing Financing and the Concurrent Financing. If the Concurrent Financing raise a different amount, numbers will be updated on a pro rata basis.

The Resulting Issuer’s estimated working capital available for funding ongoing operations is expected to meet its expenses for a minimum period of approximately 12 months commencing immediately after the Completion of the Transaction.

The Resulting Issuer is expected to use the funds available to it in furtherance of its stated business objectives, as summarized in the table above. Notwithstanding the proposed uses of available funds as discussed above, there may be circumstances where, for sound business reasons, a reallocation of funds may be necessary. It is difficult, at this time, to definitively project the total funds necessary to effect the planned activities of the Resulting Issuer. For these reasons, management considers it to be in the best interests of the Resulting Issuer and its shareholders to afford management a reasonable degree of flexibility as to how the funds are employed among the uses identified above, or for other purposes, as the need arises. Further, the above uses of available funds should be considered estimates.

See “ The Transaction – Risk Factors ” for information concerning the risks associated with an investment in the Resulting Issuer.

Dividends

There will be no restrictions in the Resulting Issuer’s articles or elsewhere which would prevent the Resulting Issuer from paying dividends subsequent to the Completion of the Transaction. It is not contemplated that any dividends will be paid on the Resulting Issuer Shares in the immediate future subsequent to the Completion of the Transaction. It is anticipated that all available funds will be invested to finance the growth of the Resulting Issuer’s business. The directors of the Resulting Issuer will determine if, and when, dividends will be declared and paid in the future from funds properly applicable to the payment of dividends based on the Resulting Issuer’s financial position at the relevant time. All of the Resulting Issuer Shares are entitled to an equal share in any dividends declared and paid.

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Principal Shareholders

To the knowledge of management of Deal Pro and Urban, other than as set out below, no Person or Company is anticipated to own of record or beneficially, directly or indirectly, or exercise control or direction over more than 10% of any class of voting securities of the Resulting Issuer upon Completion of the Transaction:

Name & municipality of residence Gary Alves Brampton, Ontario	Number of Resulting Issuer Shares after giving effect to the Transaction and closing of the Minimum Financing 46,876,667(3)	Percentage of securities owned of each class after giving effect to the Transaction and closing of the Minimum Financing (1) 74.95%	Number of Resulting Issuer Shares after giving effect to the Transaction and closing of the Maximum Financing 80,000,000(3)	Percentage of securities owned of each class after giving effect to the Transaction and closing of the Maximum Financing (2) 54.47%	Securities held both of record and beneficially, of record only, or beneficially only
					Of record and beneficially

Notes:

Assuming there being a total of 62,540,334 Resulting Issuer Shares issued and outstanding on Completion of the Transaction. 2. Assuming there being a total of 146,873,668 Resulting Issuer Shares issued and outstanding on Completion of the Transaction. 3. The Resulting Issuer Shares will be registered in the name two private companies, both of which were incorporated pursuant to the laws of Ontario. Mr. Alves is the sole director and officer of both companies and the registered shareholder of 50% of the issued and outstanding securities in the capital of each company with Mr. Alves’ spouse being the registered shareholder of the remaining 50% of the issued and outstanding securities.

Directors, Officers and Promoters of the Resulting Issuer

The Deal Pro’s board of directors currently consists of three members. Upon Completion of the Transaction, the board of directors of the Resulting Issuer shall be composed of seven members, as set out below.

The name, municipality of residence, position or office held with the Resulting Issuer and principal occupation of each proposed director and senior officer of the Resulting Issuer, as well as the number of voting securities beneficially owned, directly or indirectly, or over which each exercises control or direction, following the successful Completion of the Transaction, excluding common shares issued on the exercise of convertible securities, are as follows:

Name, Municipality of Residence and Offices to be Held Gary Alves Brampton, Ontario Director & Chief Operating Officer Ungad Chadda Toronto, Ontario Director & Chief Executive Officer	Principal Occupations and Positions During Past 5 Years President of Urban Utilities Contractors Inc. Consultant. Former Vice President, Business Development, Toronto Stock Exchange and TSX Venture	Period during which each proposed director has served as a director of Deal Pro or Urban Urban Since September 15, 2015 N/A	Number of Resulting Issuer Shares and Amalco Class B Shares after giving effect to the Transaction and the Minimum Financing 46,876,667 Resulting Issuer Shares(3) 33,123,333 Amalco Class B Shares 2,123,333 Resulting Issuer Shares 2,210,000 Amalco Class B Shares	Percentage of securities owned of each class after giving effect to the Transaction and the Minimum Financing (1) 74.95% of Resulting Issuer Shares 64.94% of Amalco Class B Shares 3.39% of Resulting Issuer Shares 4.33% of Amalco Class B Shares	Number of Resulting Issuer Shares and Amalco Class B Shares after giving effect to the Transaction and the Minimum Financing 80,000,000 Resulting Issuer Shares(3) Nil Amalco Class B Shares 4,333,333 Resulting Issuer Shares Nil Amalco Class B Shares	Percentage of securities owned of each class after giving effect to the Transaction and the Minimum Financing (2)
						54.47% of Resulting Issuer Shares 2.95% of Resulting Issuer Shares

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Exchange; President, Toronto Stock Exchange; CFO of TSX Trust; and SVP, Head of Enterprise Corporate Strategy and External Affairs, TMX Group.

Harold Wolkin	Retired. Former	Deal Pro	1,005,001	1.59% of	1,005,001	0.68% of
Toronto, Ontario	Managing	Since June 11,	Resulting Issuer	Resulting Issuer	Resulting Issuer	Resulting Issuer
Director	Director of BMO	2021	Shares	Shares	Shares	Shares
	Capital Markets,
	Former Executive		Nil Amalco		Nil Amalco
	Vice President		Class B Shares		Class B Shares
	and Head of
	Investment
	Banking of
	Dundee Capital
	Markets
Magaly	Self-employed,	N/A	-	-	-	-
Bianchini	independent real
Toronto, Ontario	estate developer
Director
Nicholas	Consultant.	N/A	-	-	-	-
Thadaney	Former President
Toronto, Ontario	& CEO, Global
Director	Equity Capital
	Markets, TMX
	Group.
Mark Di	Consultant.	N/A	-	-	-	-
Cristofaro,	Former
Vaughan,	investment
Ontario	banker
Director
Jennifer	Lawyer	N/A	-	-	-	-
Labrecque
Mississauga,
Ontario
Director
John Ross	Senior financial	N/A	-	-	-	-
Toronto, Ontario	management
Chief Financial	professional.
Officer &	Currently part-
Corporate	time Chief
Secretary	Financial Officer
	of Green Shift
	Commodities Ltd.
	and Mydecine
	Innovations
	Group Inc.

Notes:

Assuming there being a total of 62,540,334 Resulting Issuer Shares issued and outstanding on Completion of the Transaction. 2. Assuming there being a total of 146,873,668 Resulting Issuer Shares issued and outstanding on Completion of the Transaction.

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The Resulting Issuer Shares will be registered in the name two private companies, both of which were incorporated pursuant to the laws of Ontario. Mr. Alves is the sole director and officer of both companies and the registered shareholder of 50% of the issued and outstanding securities in the capital of each company with Mr. Alves’ spouse being the registered shareholder of the remaining 50% of the issued and outstanding securities.

Audit Committee

Following the Completion of the Transaction, the board of directors of the Resulting Issuer will establish an audit committee (the “ Audit Committee ”). The mandate of the Audit Committee shall be to ensure the Resulting Issuer effectively maintains the necessary management systems and controls to allow for timely and accurate reporting for the purpose of safeguarding shareholder value and to meet all relevant regulatory requirements and to provide recommendations to the board of directors in the area of management systems and controls. The proposed members of the Audit Committee are Harold Wolkin (Chair), Ungad Chadda and Magaly Bianchini. All of the members of the Audit Committee meet the requirements under National Instrument 52-110 as well as Section 21 of Exchange policy 3.1.

Management and Directors

The experience of management of the Resulting Issuer will be instrumental to the Resulting Issuer in providing it with a reasonable opportunity to achieve its business objectives following the Transaction. The following are brief biographies of the directors, executive officers and senior management of the Resulting Issuer upon Completion of the Transaction:

Gary Alves - Director & Chief Operating Officer (age 47)

Mr. Alves is currently, and has been since 2014, the founder, majority shareholder and President of Urban, a private Ontario company. Urban is a construction company with its focus on the concrete and drain segment of new low-rise construction. Prior to founding Urban, Mr. Alves was a consultant, operating under the business name GDA Construction Safety Consultant, providing safety related services, such as audits, safety plans, to various construction companies. Mr. Alves also served as an Occupational Health and Safety Instructor for LiUNA Local 183, a health and safety manager for a construction company and held various positions in the construction industry.

Mr. Alves brings over 26 years of experience and knowledge of the concrete and drain industry as well as the health and safety aspects and policies applicable to such industry. Through his many years in the construction industry, Mr. Alves developed strong ties and relationships with various other companies (both in the low rise and general construction segments) as well as with major home builders in the GTA.

Mr. Alves will devote 100% of his time to the business of the Resulting Issuer to effectively fulfill his duties as Chief Operating Officer of the Resulting Issuer.

Ungad Chadda - Director & Chief Executive Officer (age 52)

Mr. Chadda is an experienced capital markets regulator and financial services executive having previously worked at TMX Group, the parent company of Toronto Stock Exchange. Mr. Chadda was responsible for building and maintaining the TMX Group investor base as well as supporting its public interest mandate and strategies to grow as a company. Mr. Chadda joined TMX Group through one of its predecessor entities in 1997. During his tenure, Mr. Chadda held progressively senior roles, including Director of Listings, TSX Venture Exchange; Chief Operating Officer, TSX Venture Exchange; Vice President, Business Development, Toronto Stock Exchange and TSX Venture Exchange; President, Toronto Stock Exchange; CFO of TSX Trust (formerly Equity Transfer and Trust) an OSFI regulated entity; and SVP, Head of Enterprise Corporate Strategy and External Affairs, TMX Group. Ungad currently advises clients on capital markets, regulatory and governance strategies.

Mr. Chadda attended McMaster University, where he received an Honours Bachelor of Commerce in 1994 and he received his Chartered Accountancy designation while working with Ernst and Young LLP in 1996. Mr. Chadda has served on multiple boards, and has completed University of Toronto’s Rotman Business School Director Education Program

Mr. Chadda will devote 100% of his time to the business of the Resulting Issuer to effectively fulfill his duties as Chief Executive Officer of the Resulting Issuer.

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Harold Wolkin – Director (age 71)

Mr. Wolkin is an accomplished investment banker and financial analyst (retired) with over 30 years of experience. In 1983, Mr. Wolkin joined BMO Nesbitt Burns as a senior research analyst. He went on to serve as managing director in the Diversified Industries Group of BMO Capital Markets from August 1983 to January 2008. He represented BMO Nesbitt Burns as a lead underwriter for a number of Canada’s largest equity offerings from 1992 to 2008. He was also responsible for the origination and the successful marketing of a large number of initial public offerings and equity financings for a wide range of issuers.

Most recently, Mr. Wolkin served as Executive Vice-President and Head of Investment Banking for Dundee Capital Markets. Since 2004, he has also served on a number of public company and not-for-profit organizations. He currently serves as: (i) a director, audit committee chair and Vice Chair of the Board of Baylin Technologies Inc. (TSX: BYL), (ii) Lead Independent director and audit committee chair of Cipher Pharmaceuticals Inc. (TSX:CPH), (iii) a director of EnviroGold Global Limited (formerly Range Energy Resources Inc.) (CSE: RGO.X), (iv) a director of BYND Cannasoft Enterprises Inc. (CSE:BYND) and (v) a director of Cytophage Technologies Inc. (TSXV: CYTO). He was also the president of the CFA Society Toronto, a member of the Chartered Financial Institute since 1980 and is a certified chartered financial analyst. He received a Bachelor of Arts in Economics from York University and a Masters of Arts in Economics and Finance from the University of Toronto. Mr. Wolkin is also a graduate and a member of the Institute of Corporate Directors.

Mr. Wolkin will devote approximately 5% of his time to the affairs of the Resulting Issuer.

Magaly Bianchini - Director (age 67)

Ms. Bianchini is an experienced public company director, with extensive experience in real estate development, construction and renewable energy projects. She has been involved in the real estate development and construction industry since 1980, when, she became involved in her family’s concrete forming and crane rental company, The Leader Group, which was involved in several hundred million dollars’ worth of construction. The Leader Group did the structural formwork for many of the prominent Toronto landmarks including many of the downtown bank and office towers, hotels, hospitals and condominiums. Ms. Bianchini also served as President of Leader Capital Corp. (“Leader”), a publicly traded company, from 1998 until its privatization in 2009. Leader was focused on the development of land in Ontario and Quebec, and later in the development of a 200-megawatt wind farm near Kincardine, Ontario, which was sold to Enbridge Inc. in 2005, as well as other wind farms.

She has been involved in the development and construction of several condominium projects in Toronto, as well as the development of approximately 250 residential lots in Ontario and British Columbia. Ms. Bianchini has been on the advisory board of a retirement home company for over 30 years.

Ms. Bianchini will devote approximately 5% of her time to the affairs of the Resulting Issuer.

Nicholas Thadaney - Director (age 55)

Mr. Thadaney is a finance, technology and capital markets senior executive with over 25 years experience. He founded Partners Capital Corp. and previously served as Head of the Toronto Stock Exchange in the role of President & CEO, Global Equity Capital Markets, TMX Group and prior to that as CEO of ITG Canada Corp (now Virtu Financial). Before his tenure at ITG, Mr. Thadaney was Vice-President, Business Development (Equities) at C.T. Securities Inc.(Canada Trust), which was later acquired by T.D. Securities Inc. (TD Bank) in 1999.

Mr. Thadaney also currently serves as a senior advisor to a number of firms and a director on several boards. Mr. Thadaney has also been a board and committee member of a number of prominent businesses, industry associations, and registered charities, including: Bermuda Stock Exchange; CanDeal; Investment Industry Regulatory Organization of Canada (IIROC); Investment Industry Association of Canada; JA (Junior Achievement) Canada; Mount Sinai Hospital Asset Management Industry Hold’em for Life Charity (Co-Chair); Toronto Financial Services Alliance (now Toronto Finance International); Young Presidents Organization (Ontario Chapter); and the World Federation of Exchanges SME Advisory Board.

Mr. Thadaney will devote approximately 5% of his time to the affairs of the Resulting Issuer.

Mark Di Cristofaro - Director (age 53)

Mr. Di Cristofaro is a corporate finance executive who assist companies in various situations such as mergers and acquisitions, financings and going public. As a former investment banker with nonbank owned firms, he was instrumental in numerous financings as well as merger and acquisition work and divesture mandates. Having been part of financings for companies, he

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understands the various unique situations companies can find themselves in. Not focused on any one industry, Mr. Di Cristofaro has been part of mandates with consumer goods companies, infrastructure, mining and real estate.

Mr. Di Cristofaro will devote approximately 5% of his time to the affairs of the Resulting Issuer.

Jennifer Labrecque – Director (age 45)

Mrs. Labrecque is a corporate, commercial and real estate lawyer. She attended the University of Ottawa and obtained her LL.L, LL.B in 2003 and was called to the Ontario Bar in 2004. Prior to founding Jennifer Labrecque Professional Corporation, she was a partner with Keyser Mason Ball, LLP from 2018 to 2021. Prior to that Mrs. Labrecque held several positions, the last being Vice President and General Counsel, with CanACRE Ltd., a private company focused on providing specialized consulting services that support the successful development of large-scale infrastructure projects across Canada and the United States. Mrs. Labrecque was also an associate with WeirFoulds LLP and Legal Counsel for International Clothiers Inc. / Fair Weather Inc.

Aside from her legal work, Mrs. Labrecque is also member of the board of directors for the Paralympic Foundation of Canada and a volunteer with the Mississauga Food Bank.

Ms. Labrecque will devote approximately 5% of her time to the affairs of the Resulting Issuer.

John Ross - Chief Financial Officer & Corporate Secretary (age 65)

Mr. Ross is a senior financial management professional with more than 30 years of private and public company experience. He is currently the part-time Chief Financial Officer of Green Shift Commodities Ltd. and Reocito Capital Inc., TSXV listed issuers, Demesne Resources Ltd., Empatho Holdings Inc., and Mydecine Innovations Group Inc., CSE listed issuers. Mr. Ross served as interim Chief Executive Officer and Chief Financial Officer of Hempco Food and Fiber Inc., a TSXV listed issuer, which was acquired by Aurora Cannabis Inc. in August 2019. He was the part-time Chief Financial Officer of AMPD Ventures Inc., a CSE listed issuer.

Mr. Ross was also Chief Financial Officer of FNX Mining Company, a TSX listed issuer, during the period when the market capitalization grew from $140 million to $575 million and of IAMGOLD, a TSX listed issuer, when the market capitalization grew from $275 million to $800 million.

Mr. Ross will devote 25% of his time to the business of the Resulting Issuer to effectively fulfill his duties as Chief Financial Officer of the Resulting Issuer.

Corporate Cease Trade Orders or Bankruptcies

Except as disclosed below, no director, officer, Insider, Promoter or Control Person of the Resulting Issuer has, within the previous 10 year period, been a director, officer, Insider or Promoter of any other issuer that was the subject of a cease trade order or similar order, or an order that denied the other issuer access to any exemptions under applicable securities legislation for a period of more than 30 consecutive days, or became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

On May 4, 2022, while John Ross was the Chief Financial Officer of CoinAnalyst Corp. (“CoinAnalyst”) the British Columbia Securities Commission (the “BCSC”) issued a management cease trade order against CoinAnalyst (the “CoinAnalyst MCTO”). On July 14, 2022, the BCSC revoked the CoinAnalyst MCTO and John Ross subsequently resigned as Chief Financial Officer of CoinAnalyst on October 20, 2022.
On July 10, 2014 while Mark Di Cristofaro was a director of Pacific Vector Holdings Inc. (formerly Gatorz Inc.) (“Vector”), the BCSC and issued a cease trade order against Vector. On July 16, 2014, the Manitoba Securities Commission issued a cease trade order, on July 22, 2014 the Ontario Securities Commission (the “OSC”) issued a cease trade order and on October 21, 2014 the Alberta Securities Commission (the “ASC”) issued a cease trade order. All of the cease trade orders were issued in connection with the failure of Vector to filed financial statements.
On July 16, 2014, an order was issued against Vector pursuant to section 243(1) of the Bankruptcy and Insolvency Act due to the failure of the company to repay certain loans.

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On February 3, 2015 while Mark Di Cristofaro was a director and Chief Executive Officer of SEL Exchange Inc. (“SEL”), the BCSC and issued a cease trade order against SEL. On February 13, 2015, the OSC issued a cease trade order and May 15, 2015 the ASC issued a cease trade order. All of the cease trade orders were issued in connection with the failure of Vector to filed financial statements.

Penalties or Sanctions

No director, officer, Insider, Promoter or Control Person of the Resulting Issuer has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority or has been subject to any other penalties or sanctions imposed by a court or regulatory body or self-regulatory authority that would be likely to be considered important to a reasonable security holder making a decision about the Transaction.

Personal Bankruptcies

No director, officer, Insider, Promoter or Control Person of the Resulting Issuer, or a personal holding company of any such persons, has within the 10 years preceding the date of this Filing Statement, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of the individual.

Conflict of Interests

There may be potential conflicts of interest to which the directors, officers, Insiders and Promoters of the Resulting Issuer may be subject in connection with the operations of the Resulting Issuer. The directors, officers, Insiders and Promoters may be engaged in corporations or businesses which may be in competition with the business conducted by the Resulting Issuer. Accordingly, situations may arise where a director, officer, Insiders or Promoters will be in direct competition with the Resulting Issuer. See also “ Information Concerning the Resulting Issuer – Risk Factors ”.

Other Reporting Issuer Experience

The following table sets out the proposed directors and officers of the Resulting Issuer that are, or have been within the last five years, directors and officers of other reporting issuers, other than Deal Pro:

Name Harold Wolkin Magaly Bianchini Nicholas Thadaney	Name of Reporting Issuer Baylin Technologies Inc. Cipher Pharmaceuticals Inc. Enviro Global Limited Bynd Cannasoft Enterprises Inc. Ceres Global Ag Corp. Cytophage Technologies Inc. Goodbridge Capital Corp. Bigstack Opportunities 1 Inc. Valucap Investments Inc. The INX Digital Company, Inc. Agrinam Acquisition Corp. WonderFi Technologies Inc.	Name of Trading Market TSX TSX CSE CSE TSX TSXV TSXV TSXV N/A INXD TSX TSX	Position Director Director Director Director Director Director Director & CFO Director Director Director Director Director	From November 2013 August 2016 November 2019 March 2021 January 2022 June 2020 February 2021 November 2020 March 2021 January 2022 January 2022 July 2023	To
					Present Present Present Present Present Present Present Present Present Present Present Present

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Mark Di	SEL Exchange Inc.	TSXV	Director & CEO	November 2014	December 2015
Cristofaro	Pacific Vector Holdings Inc.	TSXV	Director	February 2013	July 2014
	Green Shift Commodities Ltd.	TSXV	CFO	June 2010	Present
	Mydecine Innovations Group Inc.	NEO	CFO	September 2022	Present
	Demense Resources Ltd.	CSE	CFO	May 2022	Present
	Reocito Capital Inc.	TSXV	CFO	August 2022	Present
	Omai Gold Mines Corp.	TSXV	CFO	August 2021	April 2022
John Ross	Buccaneer Gold Corp.	CSE	CFO	September 2016	January 2021
	X-Tra Gold Resources Corp.	TSX	CFO	January 2010	June 2015
	AMPD Ventures Inc.	CSE	CFO	July 2019	May 2023
	CoinAnalyst Corp.	CSE	CFO	December 2021	June 2022
	Empatho Holdings Inc.	CSE	CFO	December 2021	June 2022
	Envirogold Global Limited	CSE	CFO	April 2021	August 2021
	Niagara Ventures Corp.	TSXV	CFO	June 2015	December 2015

Proposed Executive Compensation of the Resulting Issuer

The statement of executive compensation contained in this section relates only to the proposed executive compensation of the Resulting Issuer assuming completion of the Transaction and should be read and interpreted as though the Transaction have been completed. For information relating to the executive compensation practices of Deal Pro for periods prior to the date of this Filing Statement, see “ Information Concerning Deal Pro - Executive Compensation ”.

Compensation Discussion and Analysis

The Resulting Issuer’s compensation philosophy for NEOs is designed to attract well-qualified individuals. The objectives of the Resulting Issuer’s executive compensation program are as follows:

to attract, retain and motivate talented executives who create and sustain the Resulting Issuer’s continued success;
to align the interests of the Resulting Issuer’s executives with the interests of the Resulting Issuer’s shareholders; and
to provide total compensation to executives that is competitive with that paid by other companies of comparable size engaged in a similar business in appropriate regions.

Overall, the executive compensation program aims to design executive compensation packages that mirror executive compensation packages for executives with similar talents, qualifications and responsibilities at companies with similar financial, operating and industrial characteristics. The Resulting Issuer is committed to retaining its key executives for the next several critical years, while at the same time ensuring that executive compensation is tied to specific corporate goals and objectives. The Resulting Issuer’s executive compensation program will be designed to reward executives for reinforcing the Resulting Issuer’s business objectives and values, for achieving the Resulting Issuer’s performance objectives, and for their individual performance.

The Resulting Issuer will adopt procedures to ensure that all employment, consulting, or other compensation arrangements between the Resulting Issuer and any Director or senior officer of the Resulting Issuer or between any subsidiary of the Resulting Issuer and any Director or senior officer of the Resulting Issuer are considered and approved by independent Directors, in accordance with Exchange policies.

Equity Incentive Plan Awards

It is anticipated that the Resulting Issuer will adopt the Resulting Issuer Equity Incentive Plan. See “Information Concerning Deal Pro – Equity Incentive Plan and Option Granted” . The Resulting Issuer Board will administer and interest the Resulting Issuer Equity Incentive Plan’s arrangements and policies respecting the grant of Awards under the Resulting Issuer Equity Incentive Plan and the terms thereof.

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Summary Compensation Table

Following Closing, the Resulting Issuer will have the following NEOs, whose names and positions held are set out in the compensation table below.

There is no existing or agreed upon annual incentive plan for the NEOs at this time. Any additional compensation to be paid to the NEOs for fiscal 2023, including option-based awards, will be determined by the Resulting Issuer Board or a committee thereof. See “ Executive Compensation – Compensation Discussion and Analysis ”.

Name & Principal Position Gary Alves C.O.O. Ungad Chadda C.E.O. John Ross C.F.O.	Salary ($) $185,000 $185,000 $60,000	Share Based Awards($) Nil Nil Nil	Option Based Awards($) Nil Nil Nil	Non-equity incentive plan compensation($) Annual incentive Plans Long term incentive plans Nil Nil Nil Nil Nil Nil	Pension value($) Nil Nil Nil	All other compensation Nil Nil Nil	Total compensation($)
				Annual incentive Plans Nil Nil Nil			$185,000 $185,000 $60,000

Employment, Consulting and Management Agreements

Management functions of the Resulting Issuer will not, to any substantial degree, be performed other than by directors or NEOs of the Resulting Issuer. There are currently no agreements or arrangements that provide for compensation to NEOs or directors of the Resulting Issuer, or that provide for payments to a NEO or director at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, severance, a change of control in the Resulting Issuer or a change in the NEO or director’s responsibilities.

Director Compensation

Compensation of directors of the Resulting Issuer will be reviewed annually and determined by the Resulting Issuer Board. The level of compensation for directors will be determined after consideration of various relevant factors, including the expected nature and quantity of duties and responsibilities, past performance, comparison with compensation paid by other issuers of comparable size and nature, and the availability of financial resources. It is anticipated that non-management directors will be reimbursed for transportation and other out-of pocket expenses incurred for attendance at Resulting Issuer Board meetings and in connection with discharging their director functions.

In the Resulting Issuer Board’s view, there is no need for the Resulting Issuer to design or implement a formal compensation program for directors. While the Resulting Issuer Board considers option grants to directors under the Resulting Issuer Equity Incentive Plan from time to time, the Resulting Issuer Board does not employ a prescribed methodology when determining the grant or allocation of options. Other than the Resulting Issuer Equity Incentive Plan, as discussed above, the Resulting Issuer does not offer any long-term incentive plans, share compensation plans or any other such benefit programs for directors.

Indebtedness of Directors and Officers

No director or officer of Deal Pro or Urban, or Person who acted in such capacity in the last financial year of Deal Pro or Urban, or proposed director or officer of the Resulting Issuer, or any Associate of any such director or officer is, or has been, at any time since the beginning of the most recently completed financial year of Deal Pro or Urban, indebted to Deal Pro or Urban nor is any indebtedness of any such Person to another entity the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by Deal Pro or Urban.

Investor Relations Arrangements

No investor relations arrangements have been made on behalf of the Resulting Issuer as of the date of this Filing Statement.

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Options to Purchase Securities

Other than as set out in the table below, as at the date of this Filing Statement, there are no stock options to purchase securities of the Resulting Issuer that will be held upon completion of the Transaction and the Concurrent Financing by:

proposed officers of the Resulting Issuer as a group and proposed directors of the Resulting Issuer who are not also officers as a group;
officers of all subsidiaries of the Resulting Issuer as a group and directors of those subsidiaries who are not also officers of the subsidiary as a group;
other employees of the Resulting Issuer as a group;
consultants of the Resulting Issuer as a group; or
any other Person, including any agent or underwriter.

Category All proposed officers of the Resulting Issuer All proposed directors of the Resulting Issuer who are not also officers All other employees of the Resulting Issuer All consultants of the Resulting Issuer All previous directors of the Resulting Issuer Any other Person	Resulting Issuer Stock Option Holder Gary Alves C.O.O. Ungad Chadda C.E.O. John Ross C.F.O. Harold Wolkin Magaly Bianchini Nicholas Thadaney Mark Di Cristofaro Jennifer Labrecque Nil Nil Lorne Gertner Norman Levine Ralph Garcea Vassilios Mitoulas Nil	Number of Resulting Issuer Shares reserved under Stock Option (and estimated market value) Nil Nil Nil 154,054 67,757 Nil Nil Nil Nil Nil Nil 77,027 33,878 30,811 13,551 154,054 67,757 154,054 67,757 Nil	Exercise Price per Resulting Issuer Share N/A N/A N/A $0.05 $0.10 N/A N/A N/A N/A N/A N/A $0.05 $0.10 $0.05 $0.10 $0.05 $0.10 $0.05 $0.10 N/A	Expiry Date
				N/A N/A N/A 06.25.2031 10.22.2031 N/A N/A N/A N/A N/A N/A All options will expire 12 months from Closing All options will expire 12 months from Closing All options will expire 12 months from Closing All options will expire 12 months from Closing N/A

Escrowed Securities

Certain Resulting Issuer Shares issued to the proposed directors and officers of the Resulting Issuer and certain other persons, known as “Value Escrowed Securities” pursuant to the policies of the Exchange will be escrowed. The Value Escrowed Securities will be subject to a Value Security Escrow Agreement on Exchange Form 5D to be entered into among the Resulting Issuer, TSX Trust Company, as escrow agent, and the applicable securityholders on the terms and conditions prescribed by Exchange policies.

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CPC Escrowed Securities

All of the 5,700,001 Common Shares issued prior to the Offering at a price below $0.10 per Common Share, all Common Shares that may be acquired by Non-Arm’s Length Parties of Deal Pro either under the Offering or otherwise prior to the date of the Final Exchange QT Bulletin will be deposited with the Resulting Issuer’s transfer agent under the CPC Escrow Agreement.

All Incentive Stock Options and all Common Shares issued prior to the date of the Final QT Exchange Bulletin pursuant to the exercise of Stock Options are subject to escrow under the CPC Escrow Agreement. In addition, all Common Shares issued on or after the date of the Final QT Exchange Bulletin pursuant to the exercise of Stock Options granted prior to the Deal Pro IPO with an exercise price that is less than the issue price of this Deal Pro IPO are also subject to escrow under the CPC Escrow Agreement.

The following table sets out, as at the date hereof, the number of Deal Pro Shares and Stock Options, which are held in escrow (the “ Escrowed Shares ”):

Name &
Municipality of				After Giving Effect to the		After Giving Effect to the
Residence of	Designation	Prior to Giving Effect		Transaction and the		Transaction and the
Security Holder	of Class	to the Transaction		Minimum Financing(1)		Maximum Financing(2)
		Number of		Number of		Number of
		Securities held		Securities held		Securities held
		in Escrow	Percentage	in Escrow	Percentage	in Escrow	Percentage
Harold Wolkin(3) Toronto, Ontario	Deal Pro Shares	1,000,001	12.18%	1,000,001	0.89%	1,000,001	0.68%
Lorne Gertner Toronto, Ontario	Deal Pro Shares	500,000	6.09%	500,000	0.46%	500,000	0.34%
Norman Levine Toronto, Ontario	Deal Pro Shares	200,000	2.44%	200,000	0.18%	200,000	0.14%
Steve Kaszas Toronto, Ontario	Deal Pro Shares	1,000,000	12.18%	1,000,000	0.89%	1,000,000	0.68%
Steane Consulting Ltd.(4) Toronto, Ontario	Deal Pro Shares	500,000	6.09%	500,000	0.46%	500,000	0.34%
LDIC Inc. ITF
McGillgan Barry Inv Ltd.(5)	Deal Pro Shares	500,000	6.09%	500,000	0.46%	500,000	0.34%
Toronto, Ontario
Vassilios Mitoulas Toronto, Ontario	Deal Pro Shares	1,000,000	12.18%	1,000,000	0.89%	1,000,000	0.68%
Ralph Garcea Caledon, Ontario	Deal Pro Shares	1,000,000	12.18%	1,000,000	0.89%	1,000,000	0.68%

Notes:

Assuming there being a total of 62,540,334 Resulting Issuer Shares issued and outstanding on Completion of the Transaction. 2. Assuming there being a total of 146,873,668 Resulting Issuer Shares issued and outstanding on Completion of the Transaction 3. 1,000,000 of Harold Wolkin’s Common Shares are held jointly by Harold and/or Shelley Wolkin.
Steane Consulting Ltd. is a private Ontario corporation controlled by Michael Harris.
McGillgan Barry Inv Ltd. is a private Ontario corporation controlled by Michael B. Decter and Genevieve Roch-Decter.

Where the Deal Pro Shares which are required to be held in escrow are held by a non-individual (a “ holding company ”), each holding company pursuant to the CPC Escrow Agreement has agreed not to carry out any transactions during the currency of the CPC Escrow Agreement which would result in a change of control of the holding company, without the consent of the Exchange. Any holding company must sign an undertaking to the Exchange that, to the extent reasonably possible, it will not permit or authorize securities to be issued or transferred if it could reasonably result in a change of control of the holding

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company. In addition, the Exchange may require an undertaking from any control person of the holding company not to transfer the shares of that company.

Under the CPC Escrow Agreement:

(a) all Deal Pro Options granted prior to the date of the Exchange Bulletin and all Deal Pro Shares that were issued pursuant to the exercise of such Deal Pro Options prior to the date of the Exchange Bulletin will be released from escrow on the date of the Exchange Bulletin, other than Deal Pro Options that were granted prior to the CPC initial public offering with an exercise price that is less than the issue price of the Deal Pro Shares under the final CPC Prospectus and any Deal Pro Shares that were issued pursuant to the exercise of such Deal Pro Options which will be released from escrow in accordance with (b);
(b) except for the Deal Pro Options and Deal Pro Shares issued pursuant to the exercise of such Deal Pro Options that are released from escrow on the date of the Exchange Bulletin as provided for in (a), all of the securities held in escrow will be released from escrow in accordance with the following schedule:

Percentage to be Released 25% 25% 25% 25%	Release Date
	Date of Exchange Bulletin 6 months from Exchange Bulletin 12 months from Exchange Bulletin 18 months from Exchange Bulletin

If the Final Exchange QT Bulletin is not issued, the escrowed Deal Pro Shares will not be released. Under the CPC Escrow Agreement, upon the issuance by the Exchange of a bulletin delisting the Corporation, the transfer agent is irrevocably authorized to:

(a) immediately cancel all of the escrowed Deal Pro Shares held by each Non-Arm’s Length Party to Deal Pro that were issued at a price below the CPC initial public offering price under the CPC Prospectus and all Deal Pro Options and Deal Pro Shares issued upon exercise of Deal Pro Options held by such persons; and
(b) cancel all of the escrowed securities on a date that is 10 years from the date of such Exchange bulletin.

Value Escrowed Securities

Following the closing of the Transaction, the following executive officers and directors of the Resulting Issuer, together with any companies controlled by the foregoing individuals have agreed to enter into the Value Security Escrow Agreement with TSX Trust Company. The following table sets out, as of the date hereof and to the knowledge of Deal Pro and Urban, the name and municipality of residence of the securityholders whose securities will be Value Escrowed Securities (on a non-diluted basis):

Name &				After Giving Effect to the	After Giving Effect to the	After Giving Effect to the	After Giving Effect to the
Municipality of	Designation	Prior to Giving Effect		Transaction and the		Transaction and the of the
Residence of	of Class	to the Transaction		Minimum Financing(1)		Maximum Financing(2)
Security Holder
		Number of		Number of		Number of
		Securities held		Securities held		Securities held
		in Escrow	Percentage	in Escrow	Percentage	in Escrow	Percentage
Gary Alves Brampton, Ontario	Resulting Issuer Shares	-	-	46,876,667(3)	74.95%	80,000,000(3)	54.47%
	Amalco Class B Shares	-	-	33,123,333	64.94%	-	-
Ungad Chadda Toronto, Ontario	Resulting Issuer Shares	-	-	2,123,333	3.39%	4,333,333	2.95%
	Amalco Class B Shares	-	-	2,210,000	4.33%	-	-
Lucy Pereira	Resulting
Richmond Hill,	Issuer Shares	-	-	-	-	4,500,000	3.06%
Ontario

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	Amalco Class B Shares	-	-	4,500,000	8.82%	-	-
Denny Alves Toronto, Ontario	Resulting Issuer Shares	-	-	-	-	5,500,000	3.74%
	Amalco Class B Shares	-	-	5,500,000	10.78%	-	-
Alexander Reed	Resulting
Associates Ltd.	Issuer Shares	-	-	-		5,666,667	3.86%
London, U.K.
	Amalco Class B Shares	-	-	5,666,667	11.11%	-	-

Notes:

Assuming there being a total of 62,540,334 Resulting Issuer Shares issued and outstanding on Completion of the Transaction. 2. Assuming there being a total of 146,873,668 Resulting Issuer Shares issued and outstanding on Completion of the Transaction. 3. The Resulting Issuer Shares will be registered in the name two private companies, both of which were incorporated pursuant to the laws of Ontario. Mr. Alves is the sole director and officer of both companies and the registered shareholder of 50% of the issued and outstanding securities in the capital of each company with Mr. Alves’ spouse being the registered shareholder of the remaining 50% of the issued and outstanding securities.

The Value Escrow Agreement is in a form prescribed by the Exchange and is required to be entered into by the principals of the Resulting Issuer in conjunction with a Qualifying Transaction. Unless otherwise modified, all of the above-noted Resulting Issuer Shares will be subject to a Value Escrow Agreement and will be released from escrow as follows:

Percentage of Securities Released from Escrow (Tier 1 Issuer) 25% 25% 25% 25%	Release Date
	Date of Final Exchange QT Bulletin 6 months from Final Exchange QT Bulletin 12 months from Final Exchange QT Bulletin 18 months from Final Exchange QT Bulletin

If the Resulting Issuer is unable to meet the initial listing requirements for a Tier 1 issuer, the above-noted Resulting Issuer Shares will be released from escrow as follows

Percentage of Securities Released from Escrow (Tier 2 Issuer) 10% 15% 15% 15% 15% 15% 15%	Release Date
	Date of Final Exchange QT Bulletin 6 months from Final Exchange QT Bulletin 12 months from Final Exchange QT Bulletin 18 months from Final Exchange QT Bulletin 24 months from Final Exchange QT Bulletin 30 months from Final Exchange QT Bulletin 36 months from Final Exchange QT Bulletin

On Closing, the Exchange shall make the final determination as to which tier the Resulting Issuer Shares will be listed for trading. The Resulting Issuer will disclose the decision of the Exchange in the Closing Press Release.

Transfer of Escrow Shares

All holders of escrowed shares must obtain Exchange consent to transfer Resulting Issuer Shares then subject to escrow, other than in specified circumstances set out in the applicable escrow agreement.

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Auditors

The auditors of the Resulting Issuer will be Buckley Dodds CPA, with its office address at Suite 2700, 1177 West Hastings Street, Vancouver, British Columbia V6E 2K3.

Transfer Agent and Registrar

The Resulting Issuer’s registrar and transfer agent will be TSX Trust Company located at Suite 301, 100 Adelaide Street West, Toronto, Ontario M5H 1S3.

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PART VI RISK FACTORS

Overview

If the Transaction proceeds, the Resulting Issuer will be subject to a number of risks. An investment in the Resulting Issuer should be considered highly speculative due to the nature of its activities and the present stage of its development. There are numerous factors which may affect the success of Resulting Issuer’s business, many of which are beyond Resulting Issuer’s control, including local, national and international economic and political conditions. The Resulting Issuer’s business will involve a high degree of risk which a combination of experience, knowledge and careful evaluation may not overcome.

The risks and uncertainties discussed herein are not the only ones facing the Resulting Issuer. In evaluating the Transaction and the Resulting Issuer, the risks and uncertainties described below, in addition to the other information contained in this Filing Statement, should be carefully considered. If any such risks actually occur, the business, financial condition and/or liquidity and results of operations of the Resulting Issuer could be materially adversely affected. In this event, the value of the Resulting Issuer Shares could decline after the completion of the Transaction and the Resulting Issuer shareholders could lose all or part of their investment.

An investment in the Resulting Issuer is speculative. An investment in the Resulting Issuer will be subject to certain material risks and investors should not invest in securities of the Resulting Issuer unless they can afford to lose their entire investment. The following is a description of certain risks and uncertainties that may affect the business of the Resulting Issuer.

Risk Factors Relating to the Transaction

There can be no certainty that all conditions precedent to the Transaction will be satisfied or waived. Failure to complete the Transaction could negatively impact the market price of the Deal Pro Shares.

The Transaction is subject to certain conditions that may be outside the control of Deal Pro, including, without limitation, the approval by Deal Pro Shareholders of the Name Change and Board Reconstitution and Exchange Approval of the Transaction. There can be no certainty, nor can Deal Pro provide any assurance, that these conditions will be satisfied or waived, or, if satisfied or waived, when they will be satisfied or waived. If the Transaction is not completed, the market price of Deal Pro Shares may decline. If the Transaction is not completed and the Deal Pro Board decides to seek another merger or business combination, there can be no assurance that Deal Pro will be able to undertake a business combination on equivalent or more attractive terms than those under the Business Combination Agreement.

The Business Combination Agreement may be terminated by Urban or Deal Pro in certain circumstances.

Each of the parties to the Business Combination Agreement has the right to terminate the agreement and not complete the Transaction in certain circumstances. Accordingly, there is no certainty, nor can Deal Pro provide any assurance, that the Business Combination Agreement will not be terminated by Urban before the completion of the Transaction.

In addition, completion of the Transaction is subject to a number of conditions precedent, certain of which are outside the control of the Parties. There is no certainty, nor can any Party provide any assurance, that these conditions will be satisfied or waived.

There can be no assurance that the Exchange will accept for listing the Resulting Issuer Shares issuable to holders of securities of Urban.

Completion of the Transaction is subject to the acceptance for listing by the Exchange of the Resulting Issuer Shares issuable to holders of securities of Urban upon the Amalgamation. There can be no assurance that Deal Pro will be able to satisfy the requirements of the Exchange with respect to the listing of the Resulting Issuer Shares. If such conditional listing acceptance of the Exchange is not obtained, Urban is not required to complete the Amalgamation and there can be no guarantee that the Transaction will be completed.

Deal Pro will incur significant costs.

Certain costs related to the Transaction, such as legal, accounting and certain financial advisor fees, must be paid by Deal Pro even if the Transaction is not completed. Deal Pro and Urban are each liable for their own costs incurred in connection with the Transaction.

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Risk Factors Relating to the Resulting Issuer

Deal Pro has relied on information made available by Urban.

Urban is not a stand-alone publicly listed entity. As a result, all historical information relating to Urban presented in the Filing Statement has been provided in reliance on the information made available by Urban. Although Deal Pro has no reason to doubt the accuracy or completeness of the information provided by Urban, any inaccuracy or omission in such information contained in this Filing Statement could result in unanticipated liabilities or expenses, increase the costs to expected to be borne by the Resulting Issuer or adversely affect the operational plans of the Resulting Issuer and its result of operations and financial condition.

The Resulting Issuer Pro Forma Financial Statements are presented for illustrative purposes only and may not be an indication of Urban’ financial condition or results of operations following the Transaction.

The Resulting Issuer Pro Forma Financial Statements contained in this Filing Statement are presented for illustrative purposes only as of their respective dates and may not be an indication of the financial condition or results of operations of Urban following the Transaction for several reasons. For example, the Resulting Issuer Pro Forma Financial Statements have been derived from the respective historical financial statements of Urban, and certain adjustments and assumptions made as of the dates indicated therein have been made to give effect to the Transaction and the other respective relevant transactions. The information upon which these adjustments and assumptions have been made is preliminary, and these kinds of adjustments and assumptions are difficult to make with complete accuracy. See “ Cautionary Statement Regarding Forward-Looking Information ”.

Changes in tax legislation or accounting rules could affect the profitability of the Resulting Issuer.

Changes to, or differing interpretation of, taxation Laws or regulations in Canada could result in some or all of the Resulting Issuer’s profits being subject to additional taxation. No assurance can be given that new taxation rules or accounting policies will not be enacted or that existing rules will not be applied in a manner which could result in the Resulting Issuer’s profits being subject to additional taxation or which could otherwise have a material adverse effect on the Resulting Issuer’s profitability, results of operations, financial condition and the trading price of the Resulting Issuer’s securities. In addition, the introduction of new tax rules or accounting policies, or changes to, or differing interpretations of, or application of, existing tax rules or accounting policies could make acquiring additional resource properties by the Resulting Issuer less attractive to counterparties. Such changes could adversely affect the Resulting Issuer’s ability to acquire new assets or make future investments.

The Resulting Issuer may be unable to successfully integrate the businesses of Urban and realize the anticipated benefits of the Transaction.

Deal Pro is proposing to complete the Transaction to maximize value for its shareholders. See “ Part I - The Transaction – Reasons for the Transaction ”. Achieving the benefits of the Transaction depends in part on the ability of the Resulting Issuer to effectively capitalize on its scale, to realize the anticipated capital, operating and financial synergies, to profitably sequence the growth prospects of its asset base and to maximize the potential of its improved growth opportunities and capital funding opportunities as a result of combining the businesses and operations of Urban. A variety of factors, including those risk factors set forth in the Filing Statement and in the documents incorporated by reference herein, may adversely affect the ability of the Resulting Issuer to achieve the anticipated benefits of the Transaction.

The Resulting Issuer may face risks to its business and operations as a result of future pandemics.

Global pandemics, such as the recent COVID-19 pandemic, can result in widespread illnesses and deaths, can impact the health of Urban’s workforce and can prevent Urban from being able to carry on its operations whether due to direct impacts, or indirect impacts through its customers and suppliers. These impacts can severely limit Urban’s ability to operate and to generate revenues or cash flows, while its ability to eliminate or reduce costs during such times may be limited. Accordingly, with any threat of a pandemic or similar public health emergency, Urban could suffer significant financial losses and a deterioration in its creditworthiness and therefore have a material adverse effect on Urban.

Dependence on Business and Industry Expertise of Management Team

The Resulting Issuer is dependent on the business and industry expertise of its management team. If it is unable to rely on this business and industry expertise, or if any of the expertise is inadequately performed, the business, financial condition and

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results of the operations of the Resulting Issuer could be materially adversely affected until such time as the expertise could be replaced.

The price of the securities of the Resulting Issuer may fluctuate significantly, which may make it difficult for holders of securities of the Resulting Issuer to sell their securities at a time or price they find attractive

The Resulting Issuer’s stock price may fluctuate significantly as a result of a variety of factors, many of which are beyond its control. In addition to those described under “Forward Looking Information” these factors include:

actual or anticipated quarterly fluctuations in its operating results and financial condition;
changes in financial estimates or publication of research reports and recommendations by financial analysts with respect to it or other financial institutions;
reports in the press or investment community generally or relating to the Resulting Issuer’s reputation or the industry in which it operates;
strategic actions by the Resulting Issuer or its competitors, such as acquisitions, restructurings, dispositions, or financings;
fluctuations in the stock price and operating results of the Resulting Issuer’s competitors;
future sales of the Resulting Issuer’s equity or equity-related securities;
proposed or adopted regulatory changes or developments; and
domestic and international economic factors unrelated to the Resulting Issuer’s performance.

In addition, in recent years, the stock market in general has experienced extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies, including for reasons unrelated to their operating performance. These broad market fluctuations may adversely affect the Resulting Issuer’s stock price, notwithstanding the Resulting Issuer’s operating results. Urban expects that the market price of the Resulting Issuer Shares will fluctuate and there can be no assurances about the market prices of such shares.

Urban does not know whether an active, liquid and orderly trading market will develop for the securities of the Resulting Issuer or what the market price of the securities of the Resulting Issuer will be and as a result it may be difficult for investors to sell their securities of the Resulting Issuer

An active trading market for securities of the Resulting Issuer may never develop or be sustained following the Transaction. The lack of an active market may impair an investor’s ability to sell their securities of the Resulting Issuer at the time they wish to sell them or at a price that they consider reasonable. The lack of an active market may also reduce the fair market value of an investor’s securities of the Resulting Issuer. Further, an inactive market may also impair the Resulting Issuer’s ability to raise capital by selling securities of the Resulting Issuer and may impair its ability to enter into collaborations or acquire companies or products by using securities of the Resulting Issuer as consideration. The market price of securities of the Resulting Issuer may be volatile, and an investor could lose all or part of their investment.

Urban does not intend to pay dividends on the Resulting Issuer Shares for the foreseeable future

Urban currently does not plan to declare dividends on the Resulting Issuer Shares in the foreseeable future. Any determination to pay dividends in the future will be at the discretion of the board of directors of the Resulting Issuer. Consequently, an investor’s only opportunity to achieve a return on the investment in the Resulting Issuer will be if the market price of the Resulting Issuer Shares appreciates and the investor sells shares at a profit. There is no guarantee that the price of the Resulting Issuer Shares that will prevail in the market after the Transaction will ever exceed the price that an investor paid.

If research analysts do not publish research about the Resulting Issuer’s business or if they issue unfavourable commentary or downgrade the Resulting Issuer Shares, the Resulting Issuer’s stock price and trading volume could decline

The trading market for the securities of the Resulting Issuer may depend in part on the research and reports that research analysts publish about the Resulting Issuer and its business. If the Resulting Issuer does not maintain adequate research

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coverage, or if one or more analysts who covers the Resulting Issuer downgrades its stock or publishes inaccurate or unfavourable research about the Resulting Issuer’s business, the price of the Resulting Issuer Shares could decline. If one or more of the research analysts ceases to cover the Resulting Issuer or fails to publish reports on it regularly, demand for securities of the Resulting Issuer could decrease, which could cause the Resulting Issuer’s stock price or trading volume to decline.

The market price of the Resulting Issuer Shares may decline due to the large number of outstanding common shares eligible for future sale on the Exchange

Sales of substantial amounts of Resulting Issuer Shares in the public market, or the perception that these sales could occur, could cause the market price of Resulting Issuer Shares to decline. These sales could also make it more difficult for the Resulting Issuer to sell equity or equity-related securities in the future at a time and price that it deems appropriate.

Certain Resulting Issuer Shares, such as those Resulting Issuer Shares subject to escrow agreements will have restrictions on trading.

The Resulting Issuer may also issue Resulting Issuer Shares or securities convertible into Resulting Issuer Shares from time to time in connection with a financing, acquisition or otherwise. Any such issuance could result in substantial dilution to existing holders of Resulting Issuer Shares and cause the trading price of the Resulting Issuer’s securities to decline.

The Resulting Issuer may issue additional equity securities, or engage in other transaction that could dilute its book value or affect the priority of the Resulting Issuer Shares, which may adversely affect the market price of Resulting Issuer Shares

The board of directors of the Resulting Issuer may determine from time to time that it needs to raise additional capital by issuing additional Resulting Issuer Shares or other securities. Except as otherwise described in this Filing Statement, the Resulting Issuer will not be restricted from issuing additional Resulting Issuer Shares, including securities that are convertible into or exchangeable for, or that represent the right to receive, Resulting Issuer Shares. Because the Resulting Issuer’s decision to issue securities in any future offering will depend on market conditions and other factors beyond the Resulting Issuer’s control, it cannot predict or estimate the amount, timing, or nature of any future offerings, or the prices at which such offerings may be affected. Additional equity offerings may dilute the holdings of its existing shareholders or reduce the market price of its common stock, or both. Holders of Resulting Issuer Shares are not entitled to pre-emptive rights or other protections against dilution. New investors also may have rights, preferences, and privileges that are senior to, and that adversely affect the Resulting Issuer’s then-current holders of Resulting Issuer Shares. Additionally, if the Resulting Issuer raises additional capital by making offerings of debt or preference shares, upon liquidation of the Resulting Issuer, holders of its debt securities and preference shares, and lenders with respect to other borrowings, may receive distributions of its available assets before the holders of Resulting Issuer Shares.

The Resulting Issuer may invest or spend the proceeds of the Concurrent Financing in ways with which investors may not agree or in ways which may not yield a return

The Resulting Issuer’s management will have broad discretion in using the net proceeds from the Concurrent Financing. Investors will not have the opportunity, as part of their investment decision, to assess whether the proceeds will be used appropriately, and investors may disagree with how they are used. Investors will be relying on the judgment of the Resulting Issuer’s management who may fail to apply such proceeds in ways that benefit the business or increase its value. If the proceeds are not applied effectively, the ability to maintain and grow the business could be impaired.

The market price of the Resulting Issuer Shares may be subject to wide price fluctuations

The market price of the Resulting Issuer Shares may be subject to wide fluctuations in response to many factors, including variations in the operating results of the Resulting Issuer and its subsidiaries, divergence in financial results from analysts’ expectations, changes in earnings estimates by stock market analysts, changes in the business prospects for the Resulting Issuer and its subsidiaries, general economic conditions, legislative changes, and other events and factors outside of the Resulting Issuer’s control. In addition, stock markets have from time to time experienced extreme price and volume fluctuations, which, as well as general economic and political conditions, could adversely affect the market price for the Resulting Issuer Shares.

Tax considerations applicable to an investment in the Resulting Issuer Shares

Each prospective investor should consult with their own tax advisor with respect to the Canadian and non-Canadian income tax consequences of acquiring, holding, and disposing of Resulting Issuer Shares, based on each prospective investor’s particular circumstances.

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Risk Factors Relating to Deal Pro

Reliance on Financing to Maintain and Continue Operations

Deal Pro’s ability to continue will largely be reliant on its continued attractiveness to equity investors and its ability to obtain additional financing to maintain and grow operations. Should Deal Pro require additional capital to continue its operations, failure to raise such capital could result in Deal Pro going out of business. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favourable to Deal Pro.

From time to time, Deal Pro may issue new shares, seek debt financing, dispose of assets, or enter into transactions to acquire assets or shares of other corporations. These transactions may be financed wholly or partially with debt, which may temporarily increase Deal Pro’s debt levels above industry standards.

Completion of the Transaction

The Transaction is subject to final acceptance of the Exchange. There can be no assurance that all of the necessary regulatory approvals will be obtained. If the Transaction is not completed for these reasons or for any other reason, Deal Pro will have incurred significant costs associated with the failed implementation of the Transaction.

Furthermore, Deal Pro has only limited funds with which to identify and evaluate potential Qualifying Transactions and there can be no assurance that Deal Pro will be able to identify a suitable Qualifying Transaction in the future. Even if a proposed Qualifying Transaction is identified in the future, there can be no assurance that Deal Pro will be able to successfully complete such transaction and the completion of such other Qualifying Transaction is subject to a number of conditions including acceptance by the Exchange and, in the case of a Non-Arm’s Length Qualifying Transaction, approval of the majority of the minority shareholders.

Limited Operating History

Deal Pro has no assets other than cash. Deal Pro has no history of earnings and will not generate earnings or pay dividends until at least after the completion of the Transaction. Until completion of the Transaction, Deal Pro is not permitted to carry on any business other than the identification and evaluation of potential transactions.

Management and Conflicts of Interest

The ability of Deal Pro to successfully complete the Transaction is dependent on the performance of its current directors and officers, who only devote a portion of their time to the business and affairs of Deal Pro and are, or will be, engaged in other projects or businesses. The current directors, officers and Promoters of Deal Pro also serve as directors and/or officers of other companies which may compete with Deal Pro in its search for the businesses or assets targeted in order to complete potential transactions. Accordingly, situations may arise where the directors, officers and Promoters of Deal Pro are in a position of conflict with the Resulting Issuer.

The price of Deal Pro Shares may be affected by global macroeconomic developments and market perceptions of the attractiveness of particular industries and location of assets, which may increase the volatility of Deal Pro Share prices. The price of Deal Pro Shares will also be affected by Deal Pro’s financial conditions or results of operations as reflected in its liquidity position and earnings reports.

Other factors unrelated to Deal Pro’s operations and performance that may have an affect on the price of Deal Pro Shares include: the lessening in trading volume and general market interest in Deal Pro’s securities may affect an investor’s ability to trade significant numbers of shares; the size of Deal Pro’s public float may limit the ability of some institutions to invest in Deal Pro’s securities; and a substantial decline in the price of Deal Pro Shares that persists for a significant period of time could cause Deal Pro’s securities to be delisted further reducing market liquidity.

As a result of any of these factors, the market price of Deal Pro Shares at any given point in time may not accurately reflect Deal Pro’s long-term value. Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. Deal Pro may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

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Financial Risk

Deal Pro is also exposed to risks relating to its financial instruments. As of the date hereof, Deal Pro’s management believes that it has insufficient liquidity to meet its operational requirements for the next fiscal year, and Deal Pro remains dependent upon the financial support of its shareholders. Additionally, Deal Pro likely has insufficient funds to finance any identified business acquisition and as such will require additional financing to accomplish Deal Pro’s long-term strategic objectives. Future funding may be obtained by means of issuing share capital and/or debt financing. There can be no certainty of Deal Pro’s ability to raise additional financing through these means. If Deal Pro is unable to continue to finance itself through these means, it is possible that Deal Pro will be unable to continue as a going concern.

Deal Pro is also exposed to equity price risk; the movements in individual equity prices or general movements in the level of the stock market may potentially have an adverse impact on Deal Pro’s earnings. Deal Pro closely monitors individual equity movements and the stock market to determine the appropriate course of action to be taken.

Risk Factors Relating to Urban

Availability of Additional Financing

From time to time, Urban may need additional financing. Its ability to obtain additional financing, if and when required, will depend on investor demand, Urban’ operating performance, the condition of the capital markets, and other factors. Urban cannot assure investors that additional financing will be available to it on favourable terms when required, or at all. If Urban raises additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences, or privileges senior to the rights of its common shares, and existing shareholders may experience dilution.

Rapid Growth

Urban’ business has grown rapidly since its inception. If Urban continues its rapid growth, it may incur additional expenses, and its growth may place a strain on recourses, infrastructure, and the ability to maintain the quality of its business. Urban’ inability to properly manage or support its growth could have a material adverse effect on its business, financial condition and results of operations and could cause the market value of the Resulting Issuer Shares to decline.

Ability to Complete Favourable Acquisitions

As part of Urban’ business strategy, it may attempt to acquire businesses that it believes are a strategic fit with its business. Urban may not be able to complete such acquisitions on favourable terms, if at all. Any future acquisitions may result in unforeseen operating difficulties and expenditures and may absorb significant management attention that would otherwise be available for ongoing development of its business. Since Urban may not be able to accurately predict these difficulties and expenditures, these costs may outweigh the value it realizes from a future acquisition and any acquisition Urban completes could be viewed negatively by its customers. Future acquisitions could result in an issuance of securities that would dilute shareholders’ ownership interest, the incurrence of debt, contingent liabilities, amortization of expenses related to other intangible assets, and the incurrence of large, immediate write-offs.

Key Personnel

Urban currently depends on the continued services and performance of its key personnel. The loss of key personnel, including members of management as well as other key personnel, could disrupt Urban’ operations and have an adverse effect on its business and customer relationships. Additionally, Urban’ success depends on the efforts and abilities of management to attract and retain qualified personnel to manage operations and growth. Failure to attract key individuals may have an adverse effect on the business, operations, and results.

Governmental Regulation

Urban is subject to general business regulations and laws. Existing and future laws and regulations may impede Urban’ growth strategies. These regulations and laws may cover taxation and amendments to the building codes. Unfavourable changes in regulations and laws could result in a decrease in the demand for Urban’ services and increase its cost of doing business or otherwise have a material adverse effect on Urban’ reputation, results of operations, and financial condition.

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The requirements of being a public company may strain the Resulting Issuer’s resources, divert management’s attention and affect its ability to attract and retain executive management and qualified board members

As a reporting issuer, the Resulting Issuer will be subject to the reporting requirements of applicable securities legislation of the jurisdiction in which it is a reporting issuer, the listing requirements of the Exchange and other applicable securities rules and regulations. Compliance with these rules and regulations will increase the Resulting Issuer’s legal and financial compliance costs, make some activities more difficult, time consuming or costly and increase demand on its systems and resources. Applicable securities laws require the Resulting Issuer to, among other things, file certain annual and quarterly reports with respect to its business and results of operations. In addition, applicable securities laws require the Resulting Issuer to, among other things, maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve its disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. Specifically, due to the increasing complexity of its transactions, it is anticipated that the Resulting Issuer will improve its disclosure controls and procedures and internal control over financial reporting primarily through the continued development and implementation of formal policies, improved processes and documentation procedures, as well as the continued sourcing of additional finance resources. As a result, management’s attention may be diverted from other business concerns, which could harm the Resulting Issuer’s business and results of operations. To comply with these requirements, Urban may need to hire more employees in the future or engage outside consultants, which will increase its costs and expenses.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. Urban intends to continue to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue generating activities to compliance activities. If its efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against the Resulting Issuer and the Resulting Issuer’s business may be adversely affected.

As a public company subject to these rules and regulations, the Resulting Issuer may find it more expensive for it to obtain director and officer liability insurance, and it may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for the Resulting Issuer to attract and retain qualified members of its board of directors, particularly to serve on its audit committee and compensation committee, and qualified executive officers.

As a result of disclosure of information in filings required of a public company, Urban’ business and financial condition will become more visible, which may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, the Resulting Issuer’s business and results of operations could be harmed, and even if the claims do not result in litigation or are resolved in its favor, these claims, and the time and resources necessary to resolve them, could divert the resources of the Resulting Issuer’s management and harm its business and results of operations.

Ability to acquire and integrate target companies at reasonable valuations

As a component of its growth strategy, Urban intends to expand its business through acquisitions. However, businesses may not be available on terms and conditions Urban finds acceptable. Urban risks spending time and resources, including financial resources, investigating and negotiating with potential acquisition partners, but not completing transactions. In the event that an acquired business does not meet Urban’ expectations, its results of operations may be adversely affected.

Loss of Material Customer

The loss of a material customer could negatively impact profitability and Urban’ ability to continue as a going concern. Urban’ customers may choose to terminate their contracts, or reduce their relationships with Urban, on a relatively short time frame and for any reason. A loss of one of its material customers could have a material adverse effect upon the business and results of operations of Urban.

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Ability to scale its management team to support a rapid pace of growth

Urban relies heavily on the expertise and experience of its management team for successful growth. Urban cannot grow without scaling its management team. Urban must be able to retain and further expand the skillset and expertise of its management team in order to successfully grow. Inability to do that would reduce growth and result in poorer financial results.

Additionally, Urban’ success depends to a significant extent on the continued services of its senior management and other members of management. If any member of its senior management team did not continue in their present positions, Urban’ business may suffer. Because of the nature of its business, Urban is highly dependent upon attracting and retaining qualified personnel. While it has a strong record of employee retention, there is still significant competition for qualified personnel in the industry. Therefore, Urban may not be able to attract and retain the qualified personnel necessary for the development of its business.

Maintaining Safe Work Sites

Despite Urban’s efforts to minimize the risk of safety incidents, they can occur from time to time and, if and when they do, the impact on Urban can be significant. Urban’s success as a contractor is highly dependent on its ability to keep its construction work sites and offices safe and any failure to do so can have serious impact on the personal safety of its employees and others. In addition, it can expose Urban to contract termination, fines, regulatory sanctions or even criminal prosecution.

Urban’s safety record and worksite safety practices also have a direct bearing on its ability to secure work. Certain clients will not engage particular contractors to perform work if their safety practices do not conform to predetermined standards or if the general contractor has an unacceptably high incidence of safety infractions or incidents.

Urban adheres to very rigorous safety policies and procedures which are continually reinforced on its work sites and offices. Management is not aware of any pending health and safety legislation or prior incidents which would be likely to have a material impact on any of Urban’s operations, capital expenditure requirements, or competitive position. Nevertheless, there can be no guarantee with respect to the impact of future legislation or incidents.

Economy and Cyclicality

Activity within the construction industry is generally tied to the state of the economy. Thus, in periods of strong economic growth, capital spending will generally increase and there will be more and higher quality opportunities available within the construction industry. Investment decisions by our clients are based on long-term views of the economic viability of their current and future projects, sometimes based upon the clients’ view of the interest rates which are influenced by many factors. If our clients’ outlook for their current and future projects is not favourable, this may lead them to delay, reduce or cancel capital project spending and may make them more sensitive to construction costs. A prolonged downturn in the economy could impact Urban’s ability to generate new business or maintain a backlog of contracts with acceptable margins to sustain Urban through such downturns. There can be no guarantee that Urban will be able to implement measures that will insulate itself from the effects of negative economic conditions and there is no assurance that, these measures when implemented, will be effective in insulating Urban from a downturn in the economy.

Ability to Secure Work

Urban generally secures new contracts either through a competitive bid process or through negotiation. The awarding of contracts is generally based upon price but are also influenced and sometimes formally based on other factors, such as the level of services offered, safety record, construction schedule and project personnel.

In order to be afforded an opportunity to bid for larger projects, a strong balance sheet measured in terms of an adequate level of working capital and equity is typically required.

A decline in demand for Urban’s services could have an adverse impact on Urban.

Accuracy of Cost to Complete Estimates

As Urban performs each construction contract, costs are continuously monitored against the original cost estimates. On at least a quarterly basis, a detailed estimate of the costs to complete a contract is compiled by Urban. These estimates are an integral part of Urban’s process for determining construction revenues and profits and depend on cost data collected over the duration of the project as well as estimates and judgements of Urban’s field and office personnel. Urban has adopted numerous internal

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control activities aimed at mitigating exposure to this risk, however to the extent that the costs to complete estimates are based on inaccurate or incomplete information, or on faulty judgements, the accuracy of reported construction revenues and profits can be impacted.

Estimating Costs and Schedules/Assessing Contract Risks

The price for most contracts performed by Urban is based, in part, on cost and schedule estimates that are subject to a number of assumptions, including assumptions as to inflationary impacts. Erroneous assumptions can result in an incorrect assessment of risks associated with a contract or estimates of project costs and schedules that are in error, potentially resulting in lower than anticipated profit or significant loss. All significant cost and schedule estimates are reviewed by senior management prior to tender submission to help mitigate these risks.

Work Stoppages, Strikes and Lockouts

Urban is signatory to a collective bargaining agreement. Future negotiation of the collective bargaining agreement could increase Urban’s operating expenses and reduce profits as a result of increased wages and benefits. Failure to come to an agreement in the collective bargaining negotiations or those of its subcontractors and suppliers could result in strikes, work stoppages, lockouts or other work action, and increased costs resulting from delays on construction projects. A strike or other work stoppage may be disruptive to Urban’s operations and could adversely affect portions of its business, financial position, results of operations and cash flows.

Potential for Non-Payment

Before signing any construction contract, Urban conducts due diligence to satisfy itself that the potential client has adequate resources to make payments under the terms of the contract. Throughout the contract, Urban also attempts to ensure that payments are collected from clients before Urban’s payments to subcontractors and suppliers for that contract fall due. However, because of the nature of Urban’s contracts and occasionally because of delays in receiving customer payments, Urban may be required to utilize its working capital to temporarily fund construction costs where payment from its clients is delayed.

If a customer defaults in meeting its payment obligations to Urban on a project, Urban would generally have the right to register a lien against the project. If the customer was unable or unwilling to pay the amount owing to Urban, a lien against the property will normally provide some security that Urban may collect the amounts owing to it through the enforcement of its lien. However, in these situations, Urban’s ability to collect the outstanding payments is never assured. Payment default by a client could result in a financial loss to Urban that could have a material effect on Urban’s operating results and financial position.

Competitive Factors

Urban competes with many local construction firms. Competitors may benefit from advantages in a particular market that Urban does not have, may have greater access to resources, or may have more experience or a better relationship with a particular client. On any given contract bid or negotiation, Urban assesses the level of real or perceived competitive advantage that its competitors have. Depending on this assessment, Urban will decide whether or not to pursue a contract or may take other action to counteract such advantage when pursuing the work, such as adjusting the level of profit can be incorporated into its contract price and which personnel should be assigned to the contract. The accuracy of this assessment and the ability of Urban to respond to competitive factors affect Urban’s success in securing new contracts and its profitability on contracts that it does secure.

Quality Assurance and Quality Control

Urban enters into contracts which specify the scope and specifications of the project to be designed and/or constructed, including quality standards. If all, or portions of the work fail to meet these standards, Urban would be exposed to additional costs for the correction of non-compliant work.

Ethics and Reputational Risk

One of Urban’s competitive advantages rests in its relationships with its customers and its long-standing reputation as a contractor that delivers high-quality projects and services on time, and in a safe manner. Damage to Urban’s reputation can result from the occurrence of a variety of actual or perceived events. Negative publicity can arise from a number of factors including, without limitation, the quality of service provided, business ethics and integrity, health and safety record and compliance with laws or regulations.

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Negative opinion concerning any of these factors could potentially have an adverse effect on current operations and could limit Urban’s prospects and impair its future success. Urban depends on its reputation as a company that abides by the highest ethical standards and has therefore implemented various policies and procedures to help mitigate this risk.

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PART VII GENERAL MATTERS

Sponsorship

Under Exchange policies, sponsorship may be required for a Qualifying Transaction unless an exemption from the sponsorship requirement is granted to Deal Pro by the Exchange. Deal Pro has applied for, and the Exchange has provided Deal Pro with, an exemption from the sponsorship requirement on the condition that this Filing Statement that is generally in compliance with the relevant policies of the Exchange.

Experts

Interest of Experts

No Person or Company whose profession or business gives authority to a statement made by the Person or Company and who is named as having prepared or certified a part of this Filing Statement or as having prepared or certified a report or valuation described or included in this Filing Statement holds any beneficial interest, direct or indirect, in any securities or property of the Resulting Issuer, or an Associate or Affiliate.

RSM Canada LLP is the external auditor of Deal Pro. Buckley Dodds CPA is the external auditor of Urban. RSM Canada LLP is independent of Deal Pro within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Ontario. Buckley Dodds CPA is independent of Urban within the meaning of the Rules of Professional Conduct of the Institute of Chartered Professional Accountants of British Columbia.

Expert Reports

There have been no other expert reports prepared to support the recommendation of the boards of directors of Deal Pro and Urban.

Other Material Facts

Deal Pro and Urban are not aware of any other material facts relating to Deal Pro, Urban or the Resulting Issuer or to the Transaction that are not disclosed under the preceding items and are necessary in order for this Filing Statement to contain full, true and plain disclosure of all material facts relating to Deal Pro, Urban and the Resulting Issuer, assuming Completion of the Transaction, other than those set forth herein.

Approval of Deal Pro Board and Urban Board

The contents of this Filing Statement and the appendices attached hereto have been approved by the directors of Deal Pro and Urban.

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CERTIFICATE OF DEAL PRO CAPITAL CORPORATION

DATED February 14, 2024

The foregoing constitutes full, true and plain disclosure of all material facts relating to the securities of Deal Pro Capital Corporation assuming completion of the Qualifying Transaction.

(signed) “Harold Wolkin” (signed) “Harold Wolkin” Harold Wolkin Harold Wolkin Chief Executive Officer Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS OF DEAL PRO CAPITAL CORPORATION

(signed) “Vassilios Mitoulas” (signed) “Norman Levine” Vassilios Mitoulas Norman Levine Director Director

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CERTIFICATE OF URBAN UTILITIES CONTRACTORS INC.

DATED February 14, 2024

The foregoing, as it relates to Urban Utilities Contractors Inc. constitutes full, true and plain disclosure of all material facts relating to the securities of Urban Utilities Contractors Inc.

(signed) “Gary Alves” Gary Alves Chief Executive Officer

ON BEHALF OF THE BOARD OF DIRECTORS OF URBAN UTILITIES CONTRACTORS INC.

(signed) “Gary Alves”

Gary Alves Director

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Appendix “A” Business Combination Agreement

Execution Version

URBAN UTILITIES CONTRACTORS INC.

and

DEAL PRO CAPITAL CORPORATION

BUSINESS COMBINATION AGREEMENT

February 8, 2024

Business Combination Agreement ............................................................................................................ 4	Business Combination Agreement ............................................................................................................ 4
Article 1 Interpretation ............................................................................................................................... 4
1.1	Definitions .......................................................................................................................... 4
1.2	Interpretation .................................................................................................................... 11
1.3	Currency .......................................................................................................................... 11
1.4	Governing Law ................................................................................................................. 11
1.5	Attornment ..................................................................................................................... 112
Article 2The	Business Combination ........................................................................................................ 12
2.1	Business Combination Steps ........................................................................................... 12
2.2	Implementation Covenants .............................................................................................. 14
2.3	Board of Directors and Senior Officers ............................................................................. 15
Article 3 Representations and Warranties ............................................................................................... 16
3.1	Representations and Warranties of Urban ....................................................................... 16
3.2	Representations and Warranties of Deal Pro ................................................................... 25
3.3	Survival ............................................................................................................................ 33
Article 4 Conduct of Business ................................................................................................................. 33
4.1	Conduct of Business by the Parties.................................................................................. 33
Article 5Covenants ................................................................................................................................. 34
5.1	Waiver of Notice of Subco Shareholder Meeting & Resolution in Lieu of Meeting ............ 34
5.2	Representations and Warranties ...................................................................................... 34
5.3	Notice of Material Change ................................................................................................ 34
5.4	Non-Solicitation ................................................................................................................ 35
5.5	Other Covenants .............................................................................................................. 35
Article 6Mutual Covenants ..................................................................................................................... 36
6.1	Other Filings .................................................................................................................... 36
6.2	Additional Agreements ..................................................................................................... 36
Article 7Conditions and Closing Matters ................................................................................................. 36
7.1	Mutual Conditions Precedent ........................................................................................... 36
7.2	Additional Conditions Precedent to the Obligations of Urban ........................................... 37
7.3	Additional Conditions Precedent to the Obligations of Deal Pro ....................................... 39
7.4	Merger of Conditions ........................................................................................................ 40
7.5	Closing Matters ................................................................................................................ 40
Article 8Termination, Amendment and Dissenting Shareholders ............................................................ 40
8.1	Termination ...................................................................................................................... 40
8.2	Effect of Termination ........................................................................................................ 41
8.3	Fees and Expenses ......................................................................................................... 41
8.4	Amendment ..................................................................................................................... 41
8.5	Dissenting Shareholders .................................................................................................. 41
8.6	Waiver ............................................................................................................................. 41
Article 9 General ..................................................................................................................................... 42
9.1	Notices ............................................................................................................................. 42
9.2	Assignment ...................................................................................................................... 42
9.3	Complete Agreement ....................................................................................................... 43
9.4	Further Assurances .......................................................................................................... 43
9.5	Severability ...................................................................................................................... 43
9.6	Counterpart Execution ..................................................................................................... 43
9.7	Investigation by Parties .................................................................................................... 43
9.8	Public Announcement; Disclosure and Confidentiality ...................................................... 43

9.9 Independent Legal Advice ................................................................................................ 44
Schedule A - Amalgamation Agreement .................................................................................................. 46
Exhibit A - Articles of Amalgamation ....................................................................................................... 57
Schedule B - Section 85 Agreement ....................................................................................................... 58

BUSINESS COMBINATION AGREEMENT

THIS AGREEMENT is made as of the 8[th] day of February, 2024,

BETWEEN:

URBAN UTILITIES CONTRACTORS INC.

a corporation existing under the laws of the Province of Ontario (“ Urban ”)

-and-

DEAL PRO CAPITAL CORPORATION.

a corporation existing under the laws of the Province of Ontario (“ Deal Pro ”)

(each a “ Party ” and collectively, the “ Parties ”)

CONTEXT:

A. Deal Pro is a Capital Pool Company listed on the TSX Venture Exchange (“ TSXV ”).
B. Pursuant to a letter of intent between the Parties dated October 30, 2023 (the “ Letter of Intent ”), Urban and Deal Pro propose to combine the business and assets of Urban with those of Deal Pro and upon completion of such business combination, Urban will become the Resulting Issuer (as defined below) with the name “Urban Utilities Group Inc.” or such other similar name as may be accepted by the relevant regulatory authorities and approved by the board of directors of the Resulting Issuer.
C. The Parties intend to carry out the proposed business combination by way of a statutory amalgamation under the provisions of the OBCA (as defined below) and related transaction steps.

NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties covenant and agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Agreement, in addition to terms defined elsewhere in this Agreement, the following terms have the following meanings:

1.1.1 “ Affiliate ” has the meaning ascribed thereto in the OBCA.
1.1.2 “ Agreement ” means this agreement, including all Schedules, as it may be confirmed, amended, supplemented or restated by written agreement between the Parties.
1.1.3 “ Amalco ” means the amalgamated corporation resulting and continuing from the Amalgamation.
1.1.4 “ Amalco Class A Shares ” means the Class A Shares in the capital Amalco.
1.1.5 “ Amalco Class B Shares ” means the Class B Shares in the capital Amalco.

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1.1.6 “ Amalco Common Shares ” means the Common Shares in the capital of Amalco.
1.1.7 “ Amalgamation ” means the amalgamation of Urban and Subco by way of a “three-cornered amalgamation” with Deal Pro pursuant to section 175 of the OBCA.
1.1.8 “ Amalgamation Agreement ” means the agreement among Urban, Deal Pro and Subco in respect of the Amalgamation, to be substantially in the form attached hereto as Schedule A.
1.1.9 “ Articles of Amalgamation ” means the articles of amalgamation giving effect to the Amalgamation required under the OBCA to be filed with the Director.
1.1.10 “ Books and Records ” means all technical, business and financial records, financial books and records of account, books, data, reports, files, lists, drawings, plans, logs, briefs, customer and supplier lists, deeds, certificates, contracts, surveys, title opinions or any other documentation and information in any form whatsoever (including written, printed, electronic or computer printout form) relating to a corporation and its business;
1.1.11 “ Bridge Loan ” means the $75,000 loan provided by Deal Pro to Urban, bearing an annual interest rate of 0%, evidenced by way of the Loan Agreement, maturing upon the earlier of the (i) Effective Date; (ii) December 31, 2024; (iii) the termination of the Agreement pursuant to Article 8 and (iv) the occurrence of an event of default pursuant to the terms of the Loan Agreement, all as more fully provided for in the Loan Agreement.
1.1.12 “ Business ” means the business currently and hereto carried on by Urban consisting of concrete and drain work for the low-rise construction industry.
1.1.13 “ Business Combination ” means the series of transactions, as detailed in this Agreement, through which the businesses of Urban and Deal Pro will be combined.
1.1.14 “ Business Day ” means any day, excluding Saturday or Sunday, on which banking institutions are open for business in Toronto, Ontario.
1.1.15 “ Certificate of Amalgamation ” means the certificate in respect of the Amalgamation issued by the Director.
1.1.16 “ Completion Deadline ” means March 1, 2024 or such later date as may be mutually agreed between the Parties in writing.
1.1.17 “ Confidential Information ” is defined in Section 9.8.2.
1.1.18 “ Contravene ” means an act or omission would “Contravene” something if, as the context requires:
1.1.18.1 the act or omission would conflict with it, violate it, result in a breach or violation of or failure to comply with it, or constitute a default under it, the effect of which would have a Material Adverse Effect on either Party to this Agreement;
1.1.18.2 the act or omission would give any Governmental Authority or other Person the right to challenge, revoke, withdraw, suspend, cancel, terminate or modify it, to exercise any remedy or obtain any relief under it, or to declare a default or accelerate the maturity of any obligation under it the effect of which (in the case of any such right of a Person not a Governmental Authority) would have a Material Adverse Effect on either Party to this Agreement; or

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1.1.18.3 the act or omission would result in the creation of an Encumbrance on the stock or assets of Urban;
1.1.19 “ Deal Pro ” is defined in the recital of the Parties above.
1.1.20 “ Deal Pro Financial Statements ” is defined in Section 3.2.16.
1.1.21 “ Deal Pro Meeting ” means the special meeting of the shareholders of Deal Pro held on January 16, 2024, which was called for the purpose of approving (i) the Deal Pro Name Change conditional on and effective upon completion of the Business Combination; (ii) increasing the number of directors of Deal Pro from three (3) to seven (7) persons and electing the nominees of Urban as directors of the Resulting Issuer conditional on and effective upon completion of the Business Combination; and (iii) approving the Deal Pro 2023 Equity Incentive Plan (a copy of which has been provided to Urban);.
1.1.22 “ Deal Pro Name Change ” means, subject to the completion of the Amalgamation, a change in the name of Deal Pro to “Urban Infrastructure Group Inc.” or such other similar name as may be accepted by the relevant regulatory authorities and approved by the board of directors of the Resulting Issuer.
1.1.23 “ Deal Pro Shareholder ” means a registered holder of Deal Pro Shares, from time to time.
1.1.24 “ Deal Pro Shares ” means the Common Shares in the capital of Deal Pro.
1.1.25 “ Director ” means the Director appointed under section 278 of the OBCA.
1.1.26 “ Dissenting Urban Shares ” means the Urban Common Shares and Urban Class A Shares held by Dissenting Shareholders.
1.1.27 “ Dissenting Shareholder ” means a registered holder of Urban Common Shares or Urban Class A Shares who, in connection with the special resolution of the Urban Shareholders approving the Amalgamation, has exercised the right to dissent pursuant to section 185 of the OBCA in strict compliance with the provisions thereof and thereby becomes entitled to be paid the fair value of his, her or its Urban Common Shares or Urban Class A Shares (as applicable) and who has not withdrawn the notice of the exercise of such right as permitted by section 185 of the OBCA.
1.1.28 “ Documents ” means, collectively, this Agreement and the Amalgamation Agreement.
1.1.29 “ DRS Statement ” means a statement evidencing a shareholding position under the Direct Registration System.
1.1.30 “ Effective Date ” means the date shown on the Certificate of Amalgamation giving effect to the Amalgamation, which date will be in accordance with Section 2.1.5.
1.1.31 “ Effective Time ” means 12:01 a.m. (Toronto time) on the Effective Date or such other time on the Effective Date as may be agreed by Urban and Deal Pro.
1.1.32 “ Encumbrance ” means any and all claims, liens, security interests, mortgages, pledges, preemptive rights, charges, options, equity interests, encumbrances, proxies, voting agreements, voting trusts, leases, tenancies, easements or other interests of any nature or kind whatsoever, howsoever created.
1.1.33 “ Environmental Laws ” means any Laws relating to the environment and protection of the environment, the regulation of chemical substances or products, health and safety including

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occupational health and safety, and the transportation of dangerous goods.

1.1.34 “ Exchange Ratio ” has the meaning given to such term in Section 2.1.5.2.
1.1.35 “ fair value ” where used in relation to a Urban Common Share or Urban Class A Shares held by a Dissenting Shareholder, means fair value as determined by a court under section 185 of the OBCA or as agreed between Urban and the Dissenting Shareholder.
1.1.36 “ Filing Statement ” means a TSXV filing statement of Deal Pro to be prepared jointly by Deal Pro and Urban in respect of the Business Combination in accordance with Policy 2.4 of the TSXV.
1.1.37 “ Financing ” means the private placement of equity securities of Urban or any other form of financing provided that the aggregate amount raised from the Financing, or any other form of financing for minimum aggregate proceeds of CDN$200,000and up to a maximum of CDN$5 million.
1.1.38 “ Finder’s Fee ” means the obligation, upon completion of the Business Combination, to pay a finder’s fee to Guildhall Investment Corporation Limited.
1.1.39 “ Governing Documents ” means, in respect of each Party, as applicable, its certificate, articles of incorporation, articles of amendment, and by-laws, as amended.
1.1.40 “ Governmental Authority ” means any foreign, national, provincial, local or state government, any political subdivision or any governmental, judicial, public or statutory instrumentality, court, tribunal, agency (including those pertaining to health, safety or the environment), authority, body or entity, or other regulatory bureau, authority, body or entity having legal jurisdiction over the activity or Person in question and, for greater certainty, includes the TSXV.
1.1.41 “ Hazardous Material ” means any waste or other substance that is listed, defined, designated or classified as, or otherwise determined to be, hazardous, radioactive or toxic or a pollutant or a contaminant under any Environmental Law, including any admixture or solution thereof, and specifically including petroleum and all derivatives thereof or synthetic substitutes therefor and asbestos or asbestos-containing material.
1.1.42 “ IFRS ” means International Financial Reporting Standards applicable as at the relevant date.
1.1.43 “ in writing ” means written information including documents, files, software, records and books made available, delivered or produced to one Party by or on behalf of the other Party.
1.1.44 “ Laws ” means all laws, statutes, codes, ordinances, decrees, rules, regulations, by-laws, statutory rules, principles of law, published policies, forms and guidelines, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, directives, decisions, rulings or awards, including general principles of common and civil law, and terms and conditions of any grant of approval, permission, authority or license of any Governmental Authority, statutory body or self-regulatory authority (including the TSXV), and the term “applicable” with respect to such Laws and in the context that refers to one or more Persons, means that such Laws apply to such Person or Persons or its or their business, undertaking, property or securities and emanate from a Governmental Authority (or any other Person) having jurisdiction over the aforesaid Person or Persons or its or their business, undertaking, property or securities.
1.1.45 “ Liabilities ” includes liabilities or obligations at the Effective Date of any nature, whether known or unknown, whether absolute, accrued, contingent, choate, inchoate or otherwise, whether due or to become due, and whether or not required to be reflected on a balance sheet prepared in

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accordance with IFRS;

1.1.46 “ Letter of Intent ” is defined in the recitals above.
1.1.47 “ Loan Agreement ” means the loan agreement dated January 15, 2024 between Urban and Deal Pro pertaining to the Bridge Loan, whereby $50,000 of the aggregate amount of the Bridge Loan has been secured by way of general security agreement registered under the Personal Property Security Act ( Ontario );
1.1.48 “ Material Adverse Change ” when used in connection with Deal Pro or Urban, means any change, effect, event or occurrence that is, or could reasonably be expected to be, material and adverse to the business, properties, assets, liabilities, obligations (whether absolute, accrued, conditional or otherwise), operations or financial condition of such Party and its Subsidiaries, taken as a whole, as applicable, other than any change, effect, event or occurrence: (i) relating to the global economy or securities markets in general; or (ii) affecting the telecom construction industry in general and which does not have a materially disproportionate effect on Deal Pro or Urban.
1.1.49 “ Material Adverse Effect ” means any effect that is, or could reasonably be expected to be, a Material Adverse Change.
1.1.50 “ Material Contract ” is any contract having a monetary value greater than $250,000 with respect to Urban and $10,000 with respect to Deal Pro or a term longer than one year.
1.1.51 “ material fact ” is defined in the Securities Act.
1.1.52 “ OBCA ” means the Business Corporations Act (Ontario) as the same has been and may hereafter from time to time be amended.
1.1.53 “ Ordinary Course of Business ” refers to actions taken in Urban’s normal operation, consistent with its past practice and having no Material Adverse Effect.
1.1.54 “ Parent Replacement Warrant ” means common share purchase warrants to purchase Resulting Issuer Shares, substantially on the same terms of the Urban Warrants.
1.1.55 “ Parties ” means Deal Pro and Urban, collectively, and “ Party ” means either of them.
1.1.56 “ Person ” includes any individual, firm, partnership, joint venture, venture capital fund, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate, corporation, unincorporated association or organization, Governmental Authority, syndicate or other entity, whether or not having legal status.
1.1.57 “ Proceeding ” means any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, inquiry, investigation, administrative hearing or other proceeding, whether civil, criminal, administrative, arbitrative or investigative.
1.1.58 “ Qualifying Transaction ” is defined in Policy 2.4 of the TSXV.
1.1.59 “ Regulatory Approval ” means any approval, consent, waiver, permit, order or exemption from any Governmental Authority having jurisdiction or authority over any Party or the Subsidiary of any Party which is required or advisable to be obtained in order to permit the Business Combination to be effected and “ Regulatory Approvals ” means all such approvals, consents, waivers, permits, orders or exemptions.

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1.1.60 “ Release ” means to release, spill, leak, pump, pour, emit, empty, discharge, deposit, inject, leach, dispose, dump or permit to escape.
1.1.61 “ Resulting Issuer ” means Deal Pro upon completion of the Business Combination.
1.1.62 “ Resulting Issuer Convertible Securities ” means the securities exercisable or exchangeable for, or convertible into, or other rights to acquire, Resulting Issuer Shares to be issued to the holders of the Urban Convertible Securities in replacement of their Urban Convertible Securities in accordance with the Exchange Ratio.
1.1.63 “ Resulting Issuer Shares ” means the Common Shares in the capital of the Resulting Issuer, following the Amalgamation.
1.1.64 “ Section 85 Agreement ” means the agreement to be entered into between the Resulting Issuer and each holder of the Amalco Class B Shares, to be substantially in the form attached hereto as Schedule B.
1.1.65 “ Securities Act ” means the Securities Act (Ontario) as the same has been and may hereafter from time to time be amended.
1.1.66 “ Seed Shares ” means the 5,700,000 Deal Pro Shares, which were issued at a price of $0.05 per share on June 25, 2021;
1.1.67 “ Seed Share Undertaking ” means an undertaking to be signed by the holders of Seed Shares whereby, for a period not to exceed eighteen (18) months from the Effective Date, the holder of such Seed Shares will agree to the following restrictions on their ability to resell their Seed Shares on any respective Trading Day:
1.1.67.1 prior to the selling of their Seed Shares, the shareholder of such Seed Shares (each a “ Seed Shareholder ”) shall contact Deal Pro’s market maker and such market marker shall have twenty-four (24) hours to facilitate the sale of such Seed Shares; and
1.1.67.2 in the event that a market marker is not able to facilitate the sale of such Seed Shares, each Seed Shareholder shall be limited to selling Seed Shares equal to the lesser of:
- 1.1.64.2.1 a gross dollar amount of $10,000; or
- 1.1.64.2.2 15% of the daily trading volume of the Deal Pro Shares on the TSXV (or other applicable stock exchange in which the Deal Pro Shares may trade from time to time) on the respective Trading Day.
1.1.68 “ Solvent ” means, with respect to any Person, as of any date of determination, that (a) the amount of the present fair saleable value of the assets of such Person will, as of such date, exceed the amount of all Liabilities of such Person, contingent or otherwise, as of such date, (b) the fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (d) such Person will be able to pay its debts as they mature.
1.1.69 “ Subco ” means 1000773456 Ontario Inc., a corporation incorporated under the Provincial laws of Ontario as a wholly-owned Subsidiary of Deal Pro for the sole purpose of effecting the

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Amalgamation.

1.1.70 “ Subco Shares ” means the Common Shares in the capital of Subco.
1.1.71 “ Subsidiary ” has the meaning ascribed thereto in the OBCA.
1.1.72 “ Taxes ” shall mean any or all Canadian federal, provincial, local or foreign (i.e. non-Canadian) income, gross receipts, real property gains, goods and services, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or addon minimum, or other taxes, levies, governmental charges or assessments of any kind whatsoever, including, without limitation, any estimated tax payments, interest, penalties or other additions, whether or not disputed.
1.1.73 “ Tax Act ” means the Income Tax Act (Canada) as the same has been and may hereafter from time to time be amended.
1.1.74 “ Trading Day ” means any day on which the TSXV, or any other such market where the Deal Pro Shares are listed, is open for trading.
1.1.75 Transfer Agent ” means such Person as Deal Pro may appoint to act as transfer agent in relation to the Business Combination, with the approval of Urban, acting reasonably.
1.1.76 “ TSXV ” is defined in the recitals above.
1.1.77 “ TSXV Escrow Agreement ” means the escrow agreement to be entered into between the Resulting Issuer’s registrar and transfer agent, the Resulting Issuer and certain securityholders of the Resulting Issuer in compliance with the requirements of the TSXV, with the securities subject to such agreement to be released as determined by the TSXV.
1.1.78 “ Urban ” is defined in the recital of the Parties above.
1.1.79 “ Urban Class A Shares ” means the Class A Shares in the capital of Urban.
1.1.80 “ Urban Class B Shares ” means the Class B Shares in the capital of Urban.
1.1.81 “ Urban Convertible Securities ” means the rights to acquire Urban Common Shares pursuant to the any convertible securities of Urban issued pursuant to the Financing.
1.1.82 “ Urban Common Shares ” means the common shares in the capital of Urban.
1.1.83 “ Urban Director Appointments ” means, subject to the completion of the Amalgamation, the reconstitution of the board of directors of Deal Pro as set out in Section 2.3.
1.1.84 “ Urban Financial Statements ” is defined in section 3.1.18
1.1.85 “ Urban Shareholder ” means a registered holder of Urban Common Shares, Urban Class A Shares or Urban Class B Shares, from time to time, and “ Urban Shareholders ” means all such holders.
1.1.86 “ Urban Subscription Agreement ” means the subscription agreement used in the Financing.
1.1.87 “ Urban Warrant Certificate ” means the warrant certificate reflecting the Urban Warrants.

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1.1.88 “ Urban Warrants ” means the common share purchase warrants of Urban issued pursuant to the Financing.
1.1.89 “ Urban Warrantholder ” means a holder of Urban Warrants.

1.2 Interpretation

1.2.1 Gender and number . In this Agreement, words signifying the singular number include the plural and vice versa, and words signifying gender include all genders.
1.2.2 Including . Every use of the words “including” or “includes” in this Agreement is to be construed as meaning “including, without limitation” or “includes, without limitation”, respectively.
1.2.3 Division and Headings. The division of this Agreement into Articles and Sections, the insertion of headings and the inclusion of a table of contents are for convenience of reference only and do not affect the construction or interpretation of this Agreement.
1.2.4 Articles, Sections, etc. References in this Agreement to an Article, Section, Schedule or Exhibit are to be construed as references to an Article, Section, Schedule or Exhibit of or to this Agreement unless otherwise specified.
1.2.5 Time Periods. Unless otherwise specified in this Agreement, time periods within which or following which any calculation or payment is to be made, or action is to be taken, will be calculated by excluding the day on which the period begins and including the day on which the period ends. If the last day of a time period is not a Business Day, the time period will end on the next Business Day.
1.2.6 Statutory Instruments. Unless otherwise specified, any reference in this Agreement to any statute includes all regulations and subordinate legislation made under or in connection with that statute at any time, and is to be construed as a reference to that statute as amended, restated, supplemented, extended, re-enacted, replaced or superseded at any time.

1.3 Currency

Unless otherwise specified, the word “dollar” and the “$” sign refer to Canadian currency, and all amounts to be advanced, paid, tendered or calculated under this Agreement are to be advanced, paid, tendered or calculated in Canadian currency.

1.4 Governing Law

This Agreement will be governed by and interpreted in accordance with the Laws of the Province of Ontario and the Laws of Canada applicable therein. Each Party hereby irrevocably attorns to the jurisdiction of the Courts of the Province of Ontario sitting in and for the judicial district of Toronto in respect of all matters arising under or in relation to this Agreement.

1.5 Attornment

The Parties hereby irrevocably and unconditionally consent to and submit to the courts of the Province of Ontario for any actions, suits or proceedings arising out of or relating to this Agreement or the matters contemplated hereby (and agree not to commence any action, suit or proceeding relating thereto except in such courts) and further agree that service of any process, summons, notice or document by single registered mail to the addresses of the Parties set forth in this Agreement will be effective service of process for any action, suit or proceeding brought against either Party in such court. The Parties hereby

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irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the matters contemplated hereby in the courts of the Province of Ontario and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding so brought has been brought in an inconvenient forum.

ARTICLE 2 THE BUSINESS COMBINATION

2.1 Business Combination Steps

Urban and Deal Pro agree to effect the combination of their respective businesses and assets by way of a series of steps or transactions including the Financing, the Amalgamation, the Urban Director Appointments and the Deal Pro Name Change. Each Party hereby agrees that as soon as reasonably practicable after the date hereof or at such other time as is specifically indicated below in this Section 2.1, and subject to the terms and conditions of this Agreement, it will take the following steps indicated for it:

2.1.1 Urban will obtain approval of the Urban Shareholders by written resolution, pursuant to which the Urban Shareholders will be asked to approve the Amalgamation described in the Documents, and Urban will use all commercially reasonable efforts to obtain the approval of the Urban Shareholders for the foregoing matters.
2.1.2 Urban will use commercially reasonable efforts to complete the Financing.
2.1.3 Urban will amend it’s articles such that there will be an unlimited number of Urban Common Shares, Urban Class A Shares and Urban Class B Shares.
2.1.4 Urban will cancel 100,000,000 currently issued Urban Common Shares, and issue to the holders of such Urban Comon Shares on a pro rata basis, that number of Urban Class A Shares and Urban Class B Shares (totaling 100,000,000 shares in the aggregate), as shall be determined by the Parties immediately prior to the Amalgamation.
2.1.5 The Parties will cause the Articles of Amalgamation to be filed to effect the Amalgamation, pursuant to which:
2.1.5.1 Urban and Subco will amalgamate under the provisions of the OBCA and continue as one amalgamated corporation, being Amalco;
2.1.5.2 subject to Section 2.1.6, holders of outstanding Urban Common Shares (including Urban Common Shares issued pursuant to the Financing) and Urban Class A Shares will receive one (1) Resulting Issuer Share for each Urban Common Share or Urban Class A Share held (such ratio being the “ Exchange Ratio ”). The Parties acknowledge and agree that the minimum number of Resulting Issuer Shares issuable pursuant to this section 2.1.4.2 will be a minimum of 49,000,000 and up to a maximum of 100,000,000 Resulting Issuer Shares, which, for greater certainty such minimum and maximum amounts do not include the Resulting Issuer Shares to be issued to holders of Urban Common Shares which may be issued pursuant to the Financing;
2.1.5.3 each outstanding Urban Class B Share will be cancelled and replaced by Amalco Class B Shares on the basis of one (1) Amalco Class B Share for each Urban Class B Share;
2.1.5.4 each holder of Amalco Class B Shares and the Resulting Issuer shall execute a Section 85 Agreement;

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2.1.5.5 each outstanding Subco Share will be cancelled and replaced by Amalco Common Shares on the basis of one (1) Amalco Common Share for each Subco Share;
2.1.5.6 as consideration for the issuance of the Resulting Issuer Shares to the holders of Urban Common Shares and Urban Class A Shares to effect the Amalgamation, Amalco will issue to the Resulting Issuer one (1) fully paid Amalco Common Share or one (1) fully paid Amalco Class A Share (as applicable), for each Resulting Issuer Share so issued;
2.1.5.7 all of the property and assets of each of Urban and Subco will be the property and assets of Amalco and Amalco will be liable for all of the liabilities and obligations of each of Urban and Subco;
2.1.5.8 holders of outstanding Urban securities other than Urban Common Shares, Urban Class A Shares and Urban Class B Shares will have such securities replaced with securities of the Resulting Issuer in numbers and exercise prices, as applicable, adjusted based on the Exchange Ratio and pursuant to the terms of the Urban Warrant Certificates and Urban Subscription Agreements; and

2.1.5.9 Amalco will be a Subsidiary of the Resulting Issuer.

2.1.6 In accordance with Section 8.6, Urban Common Shares or Urban Class A Shares which are held by a Dissenting Shareholder will not be converted as prescribed by Section 2.1.5.2. However, if a Dissenting Shareholder fails to perfect or effectively withdraws its claim under section 185 of the OBCA or forfeits its right to make a claim under section 185 of the OBCA or if its rights as a shareholder of Urban are otherwise reinstated, such Dissenting Shareholder’s Dissenting Urban Shares will thereupon be deemed to have been converted as of the Effective Date as prescribed by Section 2.1.5.2.
2.1.7 Immediately following the filing of the Articles of Amalgamation to further give effect the Amalgamation, the Resulting Issuer will:
2.1.7.1 reconstitute its board of directors to give effect to the Urban Director Appointments, and
2.1.7.2 file a articles of amendment to give effect to the Deal Pro Name Change.
2.1.8 As soon as practicable after the Effective Date, in accordance with normal commercial practice and Section 2.2.7, the Resulting Issuer will issue or cause to be issued (i) certificates or DRS Statements representing the appropriate number of the Resulting Issuer Shares to the former holders of Urban Common Shares and Urban Class A Shares; and (ii) certificates representing the appropriate number of Parent Replacement Warrants to the former Urban Warrantholders. No fractional Resulting Issuer Shares or Parent Replacement Warrants will be delivered to any Urban Shareholder or Urban Warrantholder otherwise entitled thereto and instead the number of Resulting Issuer Shares or Parent Replacement Warrants to be issued to each former Urban Shareholder or Urban Warrantholder will be rounded down to the nearest whole number.
2.1.9 The Parties acknowledge that the TSXV may require some or all of the Resulting Issuer Shares issued pursuant to the Business Combination to be held in escrow and Urban agrees to comply and use its reasonable efforts to cause its shareholders to comply with all such escrow requirements of the TSXV including the execution and delivery of the TSXV Escrow Agreement.
2.1.10 The Parties will take any other action and do any other things, including the execution of any other agreements, documents or instruments, that are necessary or useful to give effect to the Business Combination.

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2.2 Implementation Covenants

2.2.1 Filing Statement. Urban and Deal Pro will use commercially reasonable efforts to jointly prepare the Filing Statement together with any other documents required by applicable Laws in connection with the Business Combination and Deal Pro will file the final Filing Statement required by applicable Laws as soon as reasonably practicable.
2.2.2 Preparation of Urban Resolution. Urban will duly prepare the documentation required in connection with the Urban Shareholder consent resolution, and deliver such documentation to Urban Shareholders, unless Urban obtains approval of the Urban Shareholders in accordance with Section 2.1.1.
2.2.3 Intentionally Deleted.
2.2.4 Listing. Deal Pro, with the assistance of Urban, will use all commercially reasonable efforts to have the issuance of all the Resulting Issuer Shares, including those issuable upon exercise of the Resulting Issuer Convertible Securities, accepted for listing by the TSXV.
2.2.5 Preparation of Filings. Urban and Deal Pro (each a “ Disclosing Party ”) will cooperate in the preparation of any documents and taking of all actions reasonably deemed by either Urban or Deal Pro to be reasonably necessary to discharge their respective obligations under applicable Laws in connection with the Business Combination and all other matters contemplated in the Documents, and in connection therewith:
2.2.5.1 each Disclosing Party will furnish to the other Party (the “ Receiving Party ”) all such information concerning the Disclosing Party and its securityholders as may be required to effect the actions described in this Article 2, and each Disclosing Party covenants that no information furnished by it in connection with such actions or otherwise in connection with the consummation of the Business Combination will, to its knowledge, contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be used; and
2.2.5.2 each Disclosing Party will promptly notify the Receiving Party if at any time before the Effective Date the Disclosing Party becomes aware that the Filing Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Filing Statement. In any such event, Urban and Deal Pro will cooperate in the preparation of a supplement or amendment to the Filing Statement, as required and as the case may be, and, if required, will cause the same to be filed with the applicable securities authorities; and
2.2.5.3 each Disclosing Party will ensure that the Filing Statement complies with all applicable Laws and, without limiting the generality of the foregoing, that the Filing Statement does not contain any untrue statement of a material fact or omit to state a material fact with respect to itself required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made.
2.2.6 Amalgamation Agreement, etc. The Parties hereby acknowledge that the Amalgamation Agreement will be substantially in the form attached as Schedule A. Subco will (and Deal Pro will cause Subco to), subject to the terms and conditions of this Agreement and subject to and following the receipt of all Regulatory Approvals, deliver to Urban the duly executed

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Amalgamation Agreement and Articles of Amalgamation (substantially in the form attached thereto as Exhibit A) and related documents, which will be filed by Urban with the Director.

2.2.7 Resulting Issuer Shares and Procedures.

2.2.7.1 On the Effective Date:
2.2.7.1.1 the Urban Shareholders (other than Dissenting Shareholders who are ultimately entitled to be paid fair value for their Dissenting Urban Shares) will be deemed to be the registered holders of the Resulting Issuer Shares to which they are entitled hereunder;
2.2.7.1.2 the Resulting Issuer will issue such Resulting Issuer Shares via certificate or DRS statement, as applicable, to satisfy the consideration issuable to such Urban Shareholders;
2.2.7.1.3 all issued and outstanding Urban Common Shares, Urban Class A Shares and Urban Class B Shares will be cancelled and in connection therewith, any certificates formerly representing Urban Common Shares, Urban Class A Shares or Urban Class B Shares that are held by such Urban Shareholders will cease to represent any claim upon or interest in Urban other than the right of the registered holder to receive the number of Resulting Issuer Shares or Amalco Class B Shares (as the case may be) to which it is entitled hereunder, all in accordance with the provisions of the Amalgamation Agreement; and
2.2.7.1.4 the Resulting Issuer will issue such Parent Replacement Warrant warrant certificates as may be necessary to satisfy the consideration issuable to such Urban Warrantholder.
2.2.7.2 As soon as reasonably practicable after the Effective Date, the Transfer Agent will forward to, or hold for pick-up by, each former Urban Shareholder, the certificates representing the Resulting Issuer Shares to which such Urban Shareholder is entitled, all in accordance with the provisions of the Amalgamation Agreement. For greater certainty, the Resulting Issuer will issue directly to Urban Warrantholders, the Parent Replacement Warrants.
2.2.7.3 The Resulting Issuer, as the registered holder of the Subco Shares, will be deemed to be the registered holder of the Amalco Common Shares, and the Resulting Issuer will be entitled to receive a share certificate representing the number of Amalco Common Shares. Until delivery of such certificate, the share certificate or certificates representing the Subco Shares held by the Resulting Issuer will be evidence of the Resulting Issuer’s right to be registered as a shareholder of Amalco. Share certificates evidencing Subco Shares will cease to represent any claim upon or interest in Subco other than the right of the registered holder to receive the number Amalco Common Shares to which it is entitled pursuant to the terms hereof and the Amalgamation.

2.3 Board of Directors and Senior Officers

Each Party hereby agrees that upon completion of the Business Combination and giving effect to the Urban Director Appointments, and subject to approval by the TSXV, the board of directors and senior officers of the Resulting Issuer will consist of the following:

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Name	Title
Ungad Chadda	Director & Chief Executive Officer
Gary Alves	Director & Chief Operating Officer
Harold Wolkin	Director
Magaly Bianchini	Director
Nicholas Thadaney	Director
Mark Di Cristofaro	Director
Jennifer Rebecca Labrecque	Director
John Ross	Chief Financial Officer

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of Urban

Urban hereby represents and warrants to Deal Pro, and acknowledges that Deal Pro is relying upon such representations and warranties in connection with the entering into of this Agreement and the completion of the Business Combination, as follows:

3.1.1 Organization and Good Standing . Urban is duly incorporated, organized and validly subsisting under the laws of the Province of Ontario and has the corporate power to own or lease its property and to carry on its business as it is now being conducted and as proposed to be conducted and on the Effective Date will have the corporate power to execute, deliver and perform its obligations under this Agreement, and will have made all necessary filings under all applicable corporate, securities and taxation laws or any other laws to which Urban is subject.
3.1.2 Authorized Capital . The authorized share capital of Urban consists of an unlimited number of Urban Common Shares, of which 100,000,000 Urban Common Shares are currently issued and outstanding as of the date hereof and such issued and outstanding Urban Common Shares have been validly issued and are outstanding as fully paid and non-assessable and are not, and on the Effective Date, will not be subject to any pre-emptive rights.
3.1.3 Options . Other than the Financing and Deal Pro’s right hereunder, no Person has any option, warrant, right, call, commitment, conversion right, right of exchange or other agreement or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an option, warrant, right, call, commitment, conversion right, right of exchange or other agreement for (i) the purchase from Urban of any Urban Common Shares or other equity securities in the capital of Urban; (ii) the purchase, subscription, allotment or issuance of any unissued Urban Common Shares or other equity securities of Urban; or (iii) other than in the Ordinary Course of Business, the purchase or other acquisition from Urban of any of its undertaking, property or assets.
3.1.4 Shareholders . All of the issued and outstanding Urban Common Shares are beneficially owned and registered in the name of Gary Alves free and clear of all Encumbrances and without limiting the generality of the foregoing, none of the Urban Common Shares are subject to any voting trust, shareholder agreement or voting agreement.
3.1.5 Restrictions . There are no restrictions on transfers of Urban Common Shares contained in the articles or by-laws of Urban or any other agreement or instrument to which it is a party or by which it is bound other than as disclosed to Deal Pro in writing and any restrictions imposed by applicable Laws.

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3.1.6 Financing . The securities in the capital of Urban to be issued pursuant to the Financing will be issued as fully paid and non-assessable.
3.1.7 Authorization . The entering into of this Agreement and except for any approval of the Urban Shareholders required, the consummation of the Business Combination as contemplated hereby have been duly authorized by all necessary corporate action on behalf of Urban and this Agreement has been duly executed and delivered by Urban and is a valid and binding obligation of Urban enforceable in accordance with its terms, subject however, to limitations with respect to enforcement imposed by law in connection with bankruptcy, insolvency, reorganization or other laws generally affecting creditors’ rights and, to the extent that equitable remedies, such as specific performance and injunction, are in the discretion of the court from which they are sought.
3.1.8 Solvency . At the date hereof, Urban is Solvent. Urban has not made an assignment in favour of, or a proposal in bankruptcy to, creditors or any class thereof, and no petition for a receiving order has been presented. Urban has not initiated proceedings with respect to a compromise or arrangement with its creditors or for its winding up, liquidation or dissolution. No receiver or interim receiver has been appointed in respect of Urban or any of its assets and no execution or distress has been levied on any of the assets of Urban, nor have any proceedings been commenced in connection with any of the foregoing.
3.1.9 Subsidiaries . Urban does not own any subsidiaries or shares or any other interest in any other Person nor is subject to any agreements of any nature to acquire any subsidiary or shares or any other interest in any other Person or to acquire or lease any other business operations.
3.1.10 Conflicts . Neither the execution and delivery of this Agreement by Urban nor the consummation of the Business Combination:
3.1.10.1 will conflict with or result in or create a state of facts which after notice or lapse of time or delay or both, will conflict with or result in:
- 3.1.10.1.1 a violation, contravention or breach by Urban of any of the terms, conditions or provisions of the charter documents, by-laws or resolutions of Urban or of any agreement or instrument to which Urban is a party or by which it is bound or constitute a default of Urban thereunder, or of any statute, regulation, judgement, decree or law by which Urban, Urban’s assets or the Urban Common Shares are subject or bound; or
- 3.1.10.1.2 a violation by Urban of any law or regulation or any applicable order of any court, arbitrator or governmental authority having jurisdiction over Urban, or require Urban, prior to the Effective Date or as a condition precedent thereof, to make any governmental or regulatory filings, obtain any consent, authorization, approval, clearance or other action by any Person or await the expiration of any applicable waiting period; or
3.1.10.2 do not and will not result in the imposition of an Encumbrance upon any of Urban’s assets or the Urban Common Shares that would, individually or in the aggregate, have a Material Adverse Effect on Urban;
3.1.11 Corporate Records . The books of account, minute books, equity record books and other records of Urban, all of which have been made available to Deal Pro, are accurate and complete in all material respects and have been maintained in accordance with sound business practices and the requirements of applicable Laws, including the maintenance of an adequate system of internal controls. Each material transaction of Urban is properly and accurately recorded on the Books and Records of Urban. The minute books of Urban contain accurate and complete records of all

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meetings held and corporate action taken by, Urban Shareholders, directors and directors’ committees, and no such meeting has been held for which minutes have not been prepared and are not contained in such minute books except to the extent that any omission is not material to Urban. At the time of the Effective Date, all of those Books and Records will be in the possession of Urban.

3.1.12 Business of Urban . Urban has conducted and is conducting its business in compliance in all material respects with all applicable laws, rules and regulations of each jurisdiction in which its business is carried on and holds necessary licenses, permits, approvals, consents, certificates, registrations and authorizations, whether governmental, regulatory or otherwise, to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated, and the same are validly existing and in good standing and none of such licenses, permits, approvals, consents, certificates, registrations and authorizations contains any burdensome term, provision, condition or limitation, which has or would reasonably be expected to have a Material Adverse Effect on the operation of its business as now carried on.
3.1.13 Permits, Licenses . Urban has not received any notice of proceedings relating to the revocation or modification of any certificate, authority, permit or license which, if the subject of an unfavourable decision, ruling or finding would materially and adversely affect the conduct of the business, operations, financial condition or income of Urban.

3.1.14 Title to Assets .

3.1.14.1 Urban has good title to the personal property and other assets reflected in the Urban Financial Statements or acquired after September 30, 2023, other than properties and assets sold or otherwise disposed of in the Ordinary Course of Business since September 30, 2023. All such properties and assets (including freehold interests) are free and clear of Encumbrances except as disclosed to Deal Pro in writing.
3.1.14.2 Urban has disclosed to Deal Pro in writing the civic address of each parcel of real property that is leased or subleased by Urban, the landlord under the lease, the rental amount currently being paid, the expiration of the term of such lease or sublease for each leased or subleased property and any renewals or extensions. Urban has delivered or made available to Deal Pro true, complete and correct copies of any leases and sublease (including all renewals, extensions, amendments, modifications and supplements) affecting real property leased or subleased by Urban. Urban is not a sublessor or grantor under any sublease or other instrument granting to any other person or entity any right to the possession, lease, occupancy or enjoyment of any leased real property. The use and operation of the real property leased or subleased by Urban in the conduct of the Business does not violate in any material respect any law (including zoning and building by-laws, ordinances, regulations, covenants and official plans), covenant, condition, restriction, easement, licence, permit or agreement.
3.1.14.3 Urban does not own legally or beneficially, and at no time has owned legally or beneficially, any real property.
3.1.14.4 Urban has not granted or entered into any agreement, option, understanding or commitment or any encumbrance of or disposal of Urban’s assets or an interest therein or any right or privilege capable of becoming an agreement or option with respect to Urban’s assets and will not do so prior to the Effective Date, save and except for any disposal of assets in the normal course of business.
3.1.15 Condition and Sufficiency of Assets . The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of Urban are

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structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property (whether owned, leased or licensed) is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by Urban, together with all other properties and assets of Urban, are sufficient for the continued conduct of the Business after the Effective Date in substantially the same manner as conducted prior to the Effective Date and constitute all of the rights, property and assets necessary to conduct the Business as currently conducted.

3.1.16 Directors and Officers . The officers and directors of Urban are as follows:

Name	Title
Gary Alves	Director

3.1.17 Legal Proceedings and Orders . Except as has been disclosed to Deal Pro in writing, there is no pending, or to the knowledge of Urban, after due inquiry, threatened or contemplated, any suit, action, legal proceeding, litigation or governmental investigation of any sort, nor is there any present state of facts or circumstances which can be reasonably anticipated to be a basis for any such suit, action, legal proceeding, litigation or governmental investigation nor is there presently outstanding against Urban, any judgment, decree, injunction, rule or order of any court, governmental department, commission, agency, instrumentality, or arbitrator, to which Urban is a party or to which the property of Urban is subject.
3.1.18 Financial Statements . The audited financial statements of Urban for the period ended September 30, 2022 and 2023 (collectively, the “ Urban Financial Statements ”), true and complete copies of which have been provided to Deal Pro:
3.1.18.1 are in accordance with the books and accounts of Urban as at the dates of the Urban Financial Statements;
3.1.18.2 are true and correct and present fairly the financial position of Urban as at September 30, 2022 and 2023, as applicable;
3.1.18.3 have been prepared in accordance with IFRS; and
3.1.18.4 present fairly all of the assets, liabilities (whether accrued, absolute, contingent or otherwise) and financial condition of Urban as at September 30, 2022 and 2023, as applicable including, all material liabilities (absolute, accrued, contingent or otherwise) of Urban as at September 30, 2022 and 2023, as applicable.
3.1.19 Absence of Certain Changes . Since September 30, 2023:

3.1.19.1 Urban has not:

3.1.19.1.1 carried on the business of Urban in other than its usual and ordinary course;
3.1.19.1.2 entered into any transaction out of the usual and Ordinary Course of Business other than the Business Combination;
3.1.19.1.3 amended its articles, by-laws or other governing documents;

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  - 3.1.19.1.4 made any change in its accounting principles and practices including, without limitation, the basis upon which its assets and liabilities are recorded on its books and its earnings and profits and losses are ascertained; and

  - 3.1.19.1.5 there has been no change in the affairs, business, operations or condition of Urban, financial or otherwise, whether arising as a result of any legislative or regulatory change, revocation of any licence or right to do business, fire, explosion, accident, casualty, labour dispute, flood, drought, riot, storm, condemnation, act of God, public force or otherwise, except changes occurring in the usual and ordinary course of business which have not had a Material Adverse Effect on Urban.

3.1.20 No Undisclosed Liabilities . Urban has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than (i) liabilities and obligations disclosed in the Urban Financial Statements, (ii) liabilities and obligations incurred in the ordinary course of the Business since the date of the Urban Financial Statements that have not had and could not reasonably be expected to have, individually or in aggregate with all other liabilities and obligations of Urban (other than those disclosed in the Urban Financial Statements), a Material Adverse Effect on Urban and (iii) liabilities and obligations incurred as expressly permitted or specifically contemplated by this Agreement (including those related to Business Combination expenses). Without limiting the foregoing, the Urban Financial Statements reflect reasonable reserves for contingent liabilities relating to pending litigation and other contingent obligations of Urban.
3.1.21 Tax Matters . Urban is a taxable Canadian corporation within the meaning of the Tax Act and:
3.1.21.1 has in a due and timely manner, filed or caused to be filed all returns, elections, descriptions, reports, statements and forms respecting Taxes, and all information and data in connection therewith, required to be filed by Urban or on Urban’s behalf with any Governmental Authority to whom Urban or the Business are subject;
3.1.21.2 have paid all Taxes and any interest, penalties and fines in connection therewith, properly due and payable, and has paid all of same in connection with all known assessments, reassessments and adjustments;
3.1.21.3 have withheld all amounts required to be withheld, including without limiting the generality of the foregoing, all amounts required to be withheld under the Tax Act, for employee deductions, unemployment insurance, the Canada Pension Plan and Goods and Services Tax payable under the Excise Tax Act (Canada) and any other amounts required by law to be withheld from any payments made to non-residents and any of its officers, directors and employees, and has paid the same to the proper taxing authority or receiving offices;
3.1.21.4 no other Taxes nor any interest, penalties and fines have been claimed by any Governmental Authority or are known to Urban to be due and owning by Urban or are pending or threatened (including all tax instalments) or by reason of the transactions herein contemplated will become due and owing by Urban and there are no matters of dispute or under discussion with any Governmental Authority, relating to Taxes by such Governmental Authority;
3.1.21.5 there are no agreements, waivers (including a waiver in respect of time within which a reassessment may be made by any taxing authority) or other arrangements providing for any extension of time with respect to the filing of any tax return by, or payment of any Tax, governmental charge or deficiency against Urban;

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3.1.21.6 Urban is not aware of any actions, audits, assessments, reassessments, suits, proceedings, investigations or claims threatened or pending against Urban in respect of Taxes, governmental charges or assessments, or any other matters under discussion with any Governmental Authority relating to Taxes asserted by any such Governmental Authority;
3.1.21.7 no creditor of Urban has forgiven a debt or other obligation owing by Urban or settled or extinguished such debt or obligation for an amount less than the principal amount of the debt or obligation; and
3.1.21.8 Urban does not have any unpaid amounts that may be required to be included in income under section 78 of the Tax Act;

3.1.22 Labour Relations, Employment Law Compliance and Employees .

3.1.22.1 Urban has complied in all material respects with all Laws relating to employment practices, terms and conditions of employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, pay equity, accessibility, collective bargaining and plant closing except where any non-compliance would not reasonably be expected to have a Material Adverse Effect on Urban.
3.1.22.2 There has not been, and there is not presently pending, existing, or threatened, any strike, slowdown, picketing, employee grievance, or other work stoppage or labour dispute involving Urban. No event has occurred or circumstance exists that may provide the basis for any such work stoppage or labour dispute. There is no lockout of any employees and Urban is not contemplating such action.
3.1.22.3 There are no pending or threatened any Proceeding against or affecting Urban relating to the alleged violation of any Law pertaining to labour relations or employment matters. No Proceeding exists that would reasonably be expected to have a Material Adverse Effect upon Urban or the conduct of the Business. There has been no allegation of discrimination filed against or threatened against Urban with or by any Governmental Authority.
3.1.22.4 To the knowledge of Urban, no employee, director, officer, agent, consultant or contractor is a party to, or is otherwise bound by, any contract, including any confidentiality, non-competition or proprietary rights agreement, with any other Person that Materially Adversely Affects or would reasonably be expected to Materially Adversely Affect (i) the performance of his or her duties for Urban, (ii) his or her ability to assign to Urban rights to any invention, improvement, discovery or information relating to the Business, or (iii) the ability of Urban to conduct the Business. Urban has not received notice that any director, officer, key employee or group of employees intends to terminate his or their employment with Urban within the next year.
3.1.22.5 Urban has deducted and remitted to the relevant Governmental Authority all withholding Taxes required by federal, provincial and local law.
3.1.22.6 Except as disclosed to Deal Pro in writing, Urban is not bound by any certification or voluntary recognition agreement, nor is it a party to any collective bargaining agreement relating to the Business in Canada or any other jurisdiction and no collective bargaining agreement is currently being negotiated by Urban in respect of the Business in the Canada or any other jurisdiction.
3.1.22.7 There has been no breach of any applicable collective bargaining agreement to which

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Urban is a party, and all dues and remittances have been deducted and remitted to the applicable bargaining agent as required.

3.1.22.8 Except in the Ordinary Course of Business or as required by Law, and consistent with Urban past practices, there have been no material changes in the terms and conditions of the employment of any of the employees of Business since the Urban Financial Statements. Urban has not agreed or otherwise become committed to change any of the foregoing since that date.
3.1.22.9 Urban has provided Deal Pro with disclosure in respect of employee benefit plans covering employees or former employees, including any welfare plan or pension plan, any profit sharing, deferred compensation, bonus, severance or incentive plan, agreement or arrangement, and any understanding or agreement with respect to employee benefits, whether written or otherwise, including any independent contractual arrangements (collectively, the “ Employee Plans ” and individually an “ Employee Plan ”). Urban has not made any commitment or taken any action to adopt or establish any additional Employee Plans or to materially increase the benefits under any of the Employee Plans. Except as would not reasonably be expected to have a Material Adverse Effect on Urban: (i) all required contributions and premium payments required to be made by Urban under the terms of the Employee Plans and applicable Law have been made; (ii) the Employee Plans have been administered in accordance with their terms and applicable Law; and (iii) there are not pending or threatened any Proceeding against or affecting Urban relating to the Employee Plans, other than routine claims for benefits.
3.1.22.10 The execution of this Agreement and the completion of the transactions contemplated hereby will not (either alone or in conjunction with any additional or subsequent events) constitute an event under any Employee Plan that will result in the acceleration of payment, vesting of benefits, increase in benefits or obligation to fund benefits under such plan.
3.1.22.11 Urban does not administer, sponsor or contribute to any “registered pension plan”, as such term is defined under subsection 248(1) of the Tax Act.
3.1.22.12 No director, officer, shareholder or employee of Urban and no entity that is an Affiliate of one or more of such individuals has any cause of action or other claim whatsoever against Urban in connection with the Business.
3.1.23 Royalties . No Person is entitled to any royalties or other interests or any revenues of Urban whether derived from utilization of any intellectual property or proprietary information or equipment of Urban or otherwise.
3.1.24 Finder’s Fee . Other than the Finder’s Fee payable to Guildhall Investment Corporation Limited and other than fees and/or commissions payable pursuant to the Financing, there is no Person acting or purporting to act at the request of Urban, who is entitled to any commission, brokerage or finder’s fee in connection with the Business Combination.
3.1.25 Contracts and No Defaults
3.1.25.1 Complete and correct copies of each Urban Material Contract have been made available to Deal Pro.
3.1.25.2 Each Urban Material Contract is in full force and effect and is valid and enforceable in accordance with its terms (except as enforcement may be limited by bankruptcy,

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insolvency, moratorium, reorganization or and other laws affecting the rights of creditors generally and by general equitable principles and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction) except to the extent that such invalidity or unenforceability would not reasonably be expected to have a Material Adverse Effect on Urban. Neither Urban nor any other party to a Urban Material Contract have Contravened any of the applicable terms of a Urban Material Contract except to the extent that such contravention would not reasonably be expected to have a Material Adverse Effect. Except as disclosed to Deal Pro in writing, no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute or result directly or indirectly in Contravention of any Urban Material Contract. Urban has not given or received notice or other communication (written or oral) regarding any actual, alleged or potential Contravention of any Urban Material Contract except to the extent that such contravention would not reasonably be expected to have a Material Adverse Effect on Urban.

3.1.25.3 Except as disclosed to Deal Pro in writing, no party to a Urban Material Contract has repudiated any provision of its terms except to the extent that such repudiation would not reasonably be expected to have a Material Adverse Effect on Urban. There currently are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any Urban Material Contracts, nor has any written demand for renegotiation been made, except to the extent that such re-negotiation would not reasonably be expected to have a Material Adverse Effect on Urban. Urban has no knowledge that any party to a Urban Material Contract does not intend to renew or honour its obligations under a Urban Material Contract.
3.1.26 No Guarantee . Urban is not a party to any agreement of guarantee, indemnification or assumption of the obligations of a third party or other like commitment of the obligations, liabilities (contingent or otherwise) of indebtedness of any other Person.
3.1.27 Loans, Indebtedness . Except for the Bridge Loan, Urban has not, directly or indirectly, made or authorized any loans or other indebtedness outstanding to any Person, declared or paid any dividend or declared or made any other distribution on any of its shares or securities or, directly or indirectly, redeemed, purchased or otherwise acquired any of its shares or securities or agreed to do any of the foregoing.
3.1.28 Dividends . There is not in the constating documents of Urban or in any agreement, mortgage, note, debenture, indenture or other instrument or document to which Urban is a party, any restriction upon or impediment to the declaration or payment of dividends by the directors of Urban or the payment of dividends by Urban to the holders of Urban Common Shares.
3.1.29 Patents . Urban does not have any patents, patent applications, trademarks, service marks, copyrights, trade secrets, processes or formulations (including software).
3.1.30 Trademarks . To the knowledge of Urban, after due inquiry, the conduct of the business of Urban does not infringe upon the trademarks, trade names, service marks or copyrights, trade secrets, know-how, designs or other proprietary rights or technology, domestic or foreign, of any other Person.
3.1.31 Reporting Issuer Status . Urban is not offering, nor has it offered any of its securities to the public within the meaning of Laws and it is not a “reporting issuer” in any jurisdiction of Canada under applicable Laws, there is no published market in respect of the Urban Common Shares.
3.1.32 Excise Tax . Urban is a registrant for the purposes of the Excise Tax Act ( Canada ).

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3.1.33 Environmental, Health and Safety Matters . Except as disclosed to Deal Pro in writing or where such matters, in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Urban:
3.1.33.1 Urban has not received any notice of violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws or health and safety Laws with regard to the Business, nor does Urban have knowledge or reason to believe that any such notice is likely to be received or is being threatened.
3.1.33.2 No Hazardous Material has been transported, disposed of or released from any facilities or other properties currently and/or formerly owned, leased or operated by Urban except in material compliance with, and in a manner or to a location that could not reasonably be expected to give rise to liability under, any Environmental Law, nor has any Hazardous Material been generated, treated, stored or Released at, on or under any facilities or other properties currently and/or formerly owned, leased or operated by Urban in violation of, or in a manner that could not reasonably be expected to give rise to liability under, any applicable Environmental Law.
3.1.33.3 No judicial proceeding or governmental or administrative action is pending or threatened, under any Environmental Law or health and safety Laws to which Urban is or will be named as a party with respect to the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders or other administrative or judicial requirements outstanding under any Environmental Law with respect to Urban or the Business.
3.1.33.4 There has been no Release or to the knowledge or Urban, threat of Release of any Hazardous Material arising from or related to the operations of Urban in connection with any facilities or other properties formerly owned, leased or operated by Urban or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws;
3.1.33.5 Urban does not have any liability under Environmental Laws and all operations at Urban current facilities are in compliance, and have in the last five (5) years been in compliance, with all Environmental Laws and health and safety Laws, including any and all applicable environmental permits, and all such environmental permits are valid, in full force and effect and not subject to any appeal or other administrative or judicial proceeding pursuant to which such environmental permits may be subject to modification, termination or rescission.
3.1.33.6 There are no facts, circumstances, conditions or occurrences in respect of any of the current facilities of Urban that are reasonably likely to (i) form the basis of any action, suit, claim or other judicial or administrative proceeding relating to liability under or noncompliance with Environmental Law or health and safety Laws on the part of Urban, (ii) cause any the current facilities of Urban to become subject to a lien, restriction on ownership, occupancy, use or transferability under any Environmental Law or (iii) require any the current facilities of Urban to be upgraded or modified in order to remain in compliance with Environmental Law.
3.1.33.7 Urban has not assumed any liability of any other Person under Environmental Laws.
3.1.34 Consents . No consents or approvals to the transactions contemplated hereunder are required under the Material Contracts or any other contract, agreement or other instrument to which is a party or by which Urban is bound.

3.1.35 Government Loans . Except as set out in the Urban Financial Statements, no agreements, loans, Page | 24

funding arrangements or assistance programs are outstanding in favour of Urban from any Governmental Authority, and no basis exists for any Governmental Authority to seek payment or repayment from Urban of any amount or benefit received, or to seek performance of any obligation of Urban, under any such program.

3.1.36 Bank Accounts and Powers of Attorney of Urban . Urban has provided to Deal Pro (i) the name of each bank, trust company or similar institution in which Urban has an account or safe deposit box, the number or designation of each such account and safe deposit box and the names of all persons authorized to draw thereon or to have access thereto; and (ii) the names of any persons holding powers of attorney from Urban and a summary of the terms thereof.
3.1.37 Securities Laws . No securities commission or similar regulatory authority or stock exchange in Canada has issued any order which is currently outstanding preventing or suspending trading in any securities of Urban, no such proceeding is, to the knowledge of Urban, pending, contemplated or threatened and Urban is not in default of any requirement of Laws.
3.1.38 Insurance . Urban maintains in full force and effect the insurance policies, as disclosed to Deal Pro covering its insurable Business risks and liabilities in adequate amounts to provide reasonable protection for the Business of and the properties owned and used Urban in accordance with industry standards. Urban has complied with each applicable insurance policy and program and has not failed to give any notice or present any claim thereunder in a due and timely manner which failure would reasonably be expected to result in a loss or forfeiture of any material right thereunder.
3.1.39 Corrupt Practices Legislation . Urban has not, directly or indirectly: (i) made or authorized any contribution, payment or gift of funds or property to any official, employee or agent of any governmental agency, authority or instrumentality of any jurisdiction; or (ii) made any contribution to any candidate for public office, in either case, where either the payment of the purpose of such contribution, payment or gift was, is, or would be prohibited under the Canada Corruption of Foreign Public Officials Act ( Canada ) or the Proceeds of Crime (Money Laundering) and Terrorist Financing Act ( Canada ) or the rules and regulations promulgated thereunder or under any other legislation of any relevant jurisdiction covering a similar subject matter applicable to Urban and its operations and has instituted and maintained policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance with such legislation.
3.1.40 Partnerships . Urban is not a partner or participant in any partnership, joint venture, profit-sharing arrangement or other association of any kind, including as a beneficiary or trustee in any trust arrangement, and is not party to any agreement under which Urban agrees to carry on any part of the business or any other activity in such manner or by which Urban agrees to share any revenue or profit with any other person.
3.1.41 No Undisclosed Information . Urban does not have any information or knowledge of any fact or circumstance which adversely affects its ability to complete the Business Combination that has not been disclosed to Deal Pro pursuant to or in accordance with this Agreement and neither this Agreement nor any other document or certificate furnished to Deal Pro by Urban in connection with the Business Combination contains any material error or omission or untrue, misleading or incomplete statement of material fact.

3.2 Representations and Warranties of Deal Pro

Deal Pro hereby represents and warrants to Urban, and acknowledges that Urban is relying upon these representations and warranties in connection with the entering into of this Agreement and the completion of the Business Combination, as follows:

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3.2.1 Organization and Good Standing . Deal Pro is duly incorporated, organized and validly subsisting under the laws of the Province of Ontario and has the corporate power to own or lease its property and to carry on its business as it is now being conducted and as proposed to be conducted and on the Effective Date will have the corporate power to execute, deliver and perform its obligations under this Agreement, and has made all necessary filings under all applicable corporate, securities and taxation laws or any other laws to which Deal Pro is subject.
3.2.2 Options . Deal Pro does not have any interest in any body corporate, partnership, joint ventures or other entity or person. Deal Pro is not a party to any agreement, option or commitment to acquire any shares or securities of any body corporate, partnership, trust, joint venture or other entity or person other than in connection with the Business Combination.
3.2.3 Authorization. The entering into of this Agreement and the consummation of the Business Combination as contemplated hereby have been duly authorized by all necessary corporate action on behalf of Deal Pro and this Agreement has been duly executed and delivered by Deal Pro and is a valid and binding obligation of Deal Pro enforceable in accordance with its terms, subject however, to limitations with respect to enforcement imposed by Law in connection with bankruptcy, insolvency, reorganization or other laws generally affecting creditor’s rights and to the extent that equitable remedies, such as specific performance and injunction, are in the discretion of the court from which they are sought;
3.2.4 Reporting Issuer Status. Deal Pro is a reporting issuer in good standing in the provinces of Ontario, Alberta and British Columbia and is not in default of any applicable Laws, taxation and corporate legislation, regulations, orders, notices and policies in force therein;
3.2.5 Conflicts. Neither the execution and delivery of this Agreement by Deal Pro nor the consummation of the Business Combination:
3.2.5.1 will conflict with or result in or create a state of facts which after notice or lapse of time or delay or both, will conflict with or result in:
3.2.5.2 a violation, contravention or breach by Deal Pro of any of the terms, conditions or provisions of the constating documents, by-laws or resolutions of Deal Pro or of any agreement or instrument to which Deal Pro is a party or by which it is bound or constitute a default of Deal Pro thereunder, or of any statute, regulation, judgement, decree or law by which Deal Pro or the assets of Deal Pro are subject or bound; or
3.2.5.3 a violation by Deal Pro of any law or regulation or any applicable order of any court, arbitrator or governmental authority having jurisdiction over Deal Pro, or require Deal Pro, prior to the Effective Date or as a condition precedent thereof, to make any governmental or regulatory filings, obtain any consent, authorization, approval, clearance or other action by any Person or await the expiration of any applicable waiting period; or
3.2.5.4 do not and will not result in the imposition of an Encumbrance upon any assets of Deal Pro that would, individually or in the aggregate, have a Material Adverse Effect on Deal Pro.
3.2.6 Authorized Capital. The authorized share capital of Deal Pro consists of an unlimited number of common shares of which 8,207,001 Deal Pro Shares are outstanding. Deal Pro has 570,000 options outstanding exercisable at a price of $0.05 per Deal Pro Share, 205,700 options outstanding exercisable at a price of $0.10 per Deal Pro Share and 246,700 warrants exercisable at a price of $0.10 per Deal Pro Share.

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3.2.7 Agreement to Acquire Shares. Deal Pro does not have any agreements, options or commitments to acquire any shares or securities of any corporation or to acquire or lease any business operations, real property or assets.
3.2.8 Corporate Records. The books of account, minute books, equity record books and other records of Deal Pro, all of which have been made available to Urban, are accurate and complete in all material respects and have been maintained in accordance with sound business practices and the requirements of applicable Laws, including the maintenance of an adequate system of internal controls. Each material transaction of Deal Pro is properly and accurately recorded on the Books and Records of Deal Pro. The minute books contain accurate and complete records of all meetings held and corporate action taken by, Deal Pro’s shareholders, directors and directors’ committees, and no such meeting has been held for which minutes have not been prepared and are not contained in such minute books except to the extent that any omission is not material to Deal Pro. At the time of the Effective Date, all of those Books and Records will be in the possession of Deal Pro.
3.2.9 Regulatory Filings. Deal Pro has made all filings required under applicable Laws with the applicable regulatory authorities, all such filings have been made in a timely manner, and all such filings and information and statements contained therein and any other information or statements disseminated to the public by Deal Pro (the “ Public Record ”), were true, correct and complete and did not contain any misrepresentation (as defined in the Securities Act) as at the date of such filing which has not been corrected.
3.2.10 Conduct of Business. Deal Pro has conducted and is conducting its business in compliance in all material respects with all applicable laws, rules and regulations of each jurisdiction in which its business is carried on and holds necessary licences, permits, approvals, consents, certificates, registrations and authorizations, whether governmental, regulatory or otherwise, to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated, and the same are validly existing and in good standing and none of such licenses, permits, approvals, consents, certificates, registrations and authorizations contains any burdensome term, provision, condition or limitation, which has or would reasonably be expected to have a Material Adverse Effect on the operation of its business as now carried on.
3.2.11 Proceedings. Deal Pro has not received any notice of proceedings relating to the revocation or modification of any certificate, authority, permit or license which, if the subject of an unfavourable decision, ruling or finding would materially and adversely affect the conduct of the business, operations, financial condition or income of Deal Pro.
3.2.12 Assets. Except for the Bridge Loan, Deal Pro has not granted or entered into any agreement, option, understanding or commitment or any Encumbrance of or disposal of its assets or an interest therein or any right or privilege capable of becoming an agreement or option with respect to its assets and will not do so prior to the Effective Date.
3.2.13 Convertible Securities. Except for: (i) the options and warrants disclosed in the Deal Pro Financial Statements, and (ii) the Resulting Issuer Shares and Resulting Issuer Convertible Securities issuable in connection with the Business Combination, Deal Pro has not authorized and no Person holds any other securities which are or may become convertible or exchangeable into securities of the Resulting Issuer, nor will any other agreement, warrant, option, right or privilege being capable of becoming an agreement, warrant, option or right for the purchase, subscription or issuance of any unissued Resulting Issuer Shares or other securities of the Resulting Issuer will be outstanding as at the Effective Date.
3.2.14 Directors and Officers. The officers and directors of Deal Pro are as follows:

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Chief Executive Officer, Chief Financial Officer and Harold Wolkin Director Norman Levine Director Vassilios Mitoulas Vice President, Communications and Director Lorne Gertner Vice President Ralph Garcea Vice President, Business Development

3.2.15 Legal Proceedings and Orders. There is not pending, or to the knowledge of Deal Pro, after due inquiry, threatened or contemplated any suit, action, legal proceeding, litigation or governmental investigation of any sort, nor is there any present state of facts or circumstances which can be reasonably anticipated to be a basis for any such suit, action, legal proceeding, litigation or governmental investigation nor is there presently outstanding against Deal Pro, any judgement, decree, injunction, rule or order of any court, governmental department, commission, agency, instrumentality, or arbitrator, to which Deal Pro is a party or to which the property of Deal Pro is subject;
3.2.16 Financial Statements. The audited financial statements of Deal Pro for the period ended on December 31, 2022 and the unaudited interim financial statements for the nine-month period ending September 30, 2023 (collectively, the “ Deal Pro Financial Statements ”), as filed on SEDAR+;
3.2.16.1 are in accordance with the books and accounts as at December 31, 2022 or September 30, 2023, as the case may be;
3.2.16.2 are true and correct and present fairly the financial position of Deal Pro as at December 31, 2022 or September 30, 2023, as the case may be;
3.2.16.3 the consolidated audited financial statements for the year ended December 31, 2022 have been prepared in accordance with IFRS;
3.2.16.4 the interim consolidated financial statements for the nine-month period ended September 30, 2023 have been prepared in accordance with International Accounting Standard 34, “Interim Financial Reporting”, using accounting policies consistent with IFRS; and
3.2.16.5 present fairly all of the assets, liabilities (whether accrued, absolute, contingent or otherwise) and financial condition of Deal Pro as at September 30, 2023, including, all material liabilities (absolute, accrued, contingent or otherwise) of Deal Pro;
3.2.17 Absence of Certain Changes. Since September 30, 2023:
3.2.17.1 Deal Pro has not:
- 3.2.17.1.1 carried on the business of Deal Pro in other than its usual and ordinary course;
- 3.2.17.1.2 entered into any transaction out of the usual and ordinary course other than the Business Combination;
- 3.2.17.1.3 amended its articles, by-laws or other governing documents;
- 3.2.17.1.4 made any change in its accounting principles and practices including, without

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limitation, the basis upon which its assets and liabilities are recorded on its books and its earnings and profits and losses are ascertained; and

  - 3.2.17.1.5 there has been no change in the affairs, business, operations or condition of Deal Pro, financial or otherwise, whether arising as a result of any legislative or regulatory change, revocation of any licence or right to do business, fire, explosion, accident, casualty, labour dispute, flood, drought, riot, storm, condemnation, act of God, public force or otherwise, except changes occurring in the usual and ordinary course of business which have not had a Material Adverse Effect on Deal Pro.

3.2.18 Reportable Events. There has never been any reportable event (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations ) with the present or any former auditors of Deal Pro;
3.2.19 Tax Matters. Deal Pro is a taxable Canadian corporation within the meaning of the Tax Act and:
3.2.19.1 has in a due and timely manner, filed or caused to be filed all returns, elections, descriptions, reports, statements and forms respecting Taxes, and all information and data in connection therewith, required to be filed by Deal Pro or on Deal Pro’s behalf with any Governmental Authority to whom Deal Pro is subject;
3.2.19.2 have paid all Taxes and any interest, penalties and fines in connection therewith, properly due and payable, and has paid all of same in connection with all known assessments, reassessments and adjustments;
3.2.19.3 have withheld all amounts required to be withheld, including without limiting the generality of the foregoing, all amounts required to be withheld under the Tax Act, for employee deductions, unemployment insurance, the Canada Pension Plan and Goods and Services Tax payable under the Excise Tax Act (Canada) and any other amounts required by law to be withheld from any payments made to non-residents and any of its officers, directors and employees, and has paid the same to the proper taxing authority or receiving offices;
3.2.19.4 no other Taxes nor any interest, penalties and fines have been claimed by any Governmental Authority or are known to Deal Pro to be due and owning by Deal Pro or are pending or threatened (including all tax instalments) or by reason of the transactions herein contemplated will become due and owing by Deal Pro and there are no matters of dispute or under discussion with any Governmental Authority, relating to Taxes by such Governmental Authority;
3.2.19.5 there are no agreements, waivers (including a waiver in respect of time within which a reassessment may be made by any taxing authority) or other arrangements providing for any extension of time with respect to the filing of any tax return by, or payment of any Tax, governmental charge or deficiency against Deal Pro;
3.2.19.6 Deal Pro is not aware of any actions, audits, assessments, reassessments, suits, proceedings, investigations or claims threatened or pending against Deal Pro in respect of Taxes, governmental charges or assessments, or any other matters under discussion with any Governmental Authority relating to Taxes asserted by any such Governmental Authority;
3.2.19.7 no creditor of Deal Pro has forgiven a debt or other obligation owing by Deal Pro or settled or extinguished such debt or obligation for an amount less than the principal

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amount of the debt or obligation; and

3.2.19.8 Deal Pro does not have any unpaid amounts that may be required to be included in income under section 78 of the Tax Act.
3.2.20 Labour Relations, Employment Law Compliance and Employees.
3.2.20.1 Deal Pro has withheld from each payment to its officers, directors, employees and shareholders the amount of all taxes and other deductions required to be withheld therefrom and has paid the same to the proper receiving officer within the time required under applicable legislation;
3.2.20.2 Deal Pro is in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and has not and is not engaged in any unfair labour practice; and
3.2.20.3 no unfair labour practice complaint against Deal Pro is pending before any labour relations board or similar governmental tribunal or agency and no such complaint has been filed within the two year period preceding the date hereof and no notice has been received by Deal Pro of any complaints filed by any employees against Deal Pro claiming that Deal Pro has violated any employee or human rights or similar legislation in any jurisdiction in which the business of Deal Pro is conducted, and no such complaint has been filed within the two year period preceding the date hereof.
3.2.21 Finder’s Fee. Other than a Finder’s Fee payable to Guildhall Investment Corporation Limited, there is no Person acting or purporting to act at the request of Deal Pro, who is entitled to any commission, brokerage or finder’s fee in connection with the Business Combination.
3.2.22 Solvency. At the date hereof, Deal Pro is Solvent. Deal Pro has not made an assignment in favour of, or a proposal in bankruptcy to, creditors or any class thereof, and no petition for a receiving order has been presented. Deal Pro has not initiated proceedings with respect to a compromise or arrangement with its creditors or for its winding up, liquidation or dissolution. No receiver or interim receiver has been appointed in respect of Deal Pro or any of its assets and no execution or distress has been levied on any of the assets of Deal Pro, nor have any proceedings been commenced in connection with any of the foregoing.
3.2.23 No Undisclosed Liabilities. Deal Pro has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than (i) liabilities and obligations disclosed in the Deal Pro Financial Statements, (ii) liabilities and obligations incurred in the ordinary course of the Deal Pro Business since the date of the Deal Pro Financial Statements that have not had and could not reasonably be expected to have, individually or in aggregate with all other liabilities and obligations of Deal Pro (other than those disclosed in the Deal Pro Financial Statements), a Material Adverse Effect on Deal Pro and (iii) liabilities and obligations incurred as expressly permitted or specifically contemplated by this Agreement (including those related to Business Combination expenses). Without limiting the foregoing, the Deal Pro Financial Statements reflect reasonable reserves for contingent liabilities relating to pending litigation and other contingent obligations of Deal Pro.
3.2.24 No Guarantee. Other than the indemnity agreements with directors and officers, Deal Pro is not a party to any agreement of guarantee, indemnification or assumption of the obligations of a third party, or other like commitment.

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3.2.25 Dividends.

3.2.25.1 Deal Pro has not, directly or indirectly, declared or paid any dividend or declared or made any other distribution on any of its shares or securities or, directly or indirectly, redeemed, purchased or otherwise acquired any of its shares or securities or agreed to do any of the foregoing.
3.2.25.2 There is not in the constating documents of Deal Pro or in any agreement, mortgage, note, debenture, indenture or other instrument or document to which Deal Pro is a party, any restriction upon or impediment to the declaration or payment of dividends by the directors of Deal Pro or the payment of dividends by Deal Pro to the holders of the Deal Pro Shares.
3.2.26 Patents. Deal Pro owns or possesses adequate enforceable rights to use all patents, patent applications, trademarks, service marks, copyrights, trade secrets, processes or formulations (including software) used in the conduct of its business.
3.2.27 Trademarks. To the knowledge of Deal Pro, after due inquiry, the conduct of the business of Deal Pro does not infringe upon the trademarks, trade names, service marks or copyrights, trade secrets, know-how, designs or other proprietary rights or technology, domestic or foreign, of any other Person.
3.2.28 Royalties. No person is entitled to any royalties or other interests or any revenues of Deal Pro whether derived from utilization of any intellectual property or proprietary information or equipment of Deal Pro or otherwise.

3.2.29 Contracts and No Defaults.

3.2.29.1 Complete and correct copies of each Deal Pro Material Contract have been made available Urban. There are no notices or consents requirements in the Deal Pro Material Contracts that would be triggered as a result of the Business Combination contemplated hereby.
3.2.29.1.1 Each Deal Pro Material Contract is in full force and effect and is valid and enforceable in accordance with its terms (except as enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization or and other laws affecting the rights of creditors generally and by general equitable principles and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction) except to the extent that such invalidity or unenforceability would not reasonably be expected to have a Material Adverse Effect on Deal Pro. Neither Deal Pro nor any other party to a Deal Pro Material Contract have Contravened any of the applicable terms of a Deal Pro Material Contract except to the extent that such contravention would not reasonably be expected to have a Material Adverse Effect. No event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute or result directly or indirectly in Contravention of any Deal Pro Material Contract. Deal Pro has not given or received notice or other communication (written or oral) regarding any actual, alleged or potential Contravention of any Deal Pro Material Contract except to the extent that such contravention would not reasonably be expected to have a Material Adverse Effect on Deal Pro.
3.2.29.1.2 No party to a Deal Pro Material Contract has repudiated any provision of its terms except to the extent that such repudiation would not reasonably

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be expected to have a Material Adverse Effect on Deal Pro. There currently are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any Deal Pro Material Contracts, nor has any written demand for renegotiation been made, except to the extent that such re-negotiation would not reasonably be expected to have a Material Adverse Effect on Deal Pro. Deal Pro has no knowledge that any party to a Deal Pro Material Contract does not intend to renew or honour its obligations under a Deal Pro Material Contract.

3.2.30 Assets. Deal Pro is the beneficial owner of its assets and properties or interests therein and any and all agreements pursuant to which Deal Pro holds any such interests in its assets and properties are valid and subsisting agreements in full force and effect, enforceable in accordance with their respective terms, and Deal Pro is not in material default of any of the provisions of any such agreement nor has any default been alleged and, to the knowledge of Urban, after due inquiry, such properties are in good standing under the applicable statutes, rules, regulations, licences and permits of the jurisdictions in which they are situated and all leases pursuant to which Deal Pro derives its interest in such properties are in good standing and there has been no default under any of such leases;
3.2.31 Director’s Fee. Deal Pro has no obligations or liabilities to pay any amount to its officers, directors or employees relating to salary and directors’ fees in the ordinary course, including but not limited to the obligations of Deal Pro to officers, employees or directors for severance, retention, termination or bonus payments as a result of the Business Combination or change of control arrangements. Notwithstanding the foregoing, Deal Pro shall be obligated to pay any bonus, incentives, reimbursement or other cash payments to its employees, directors and/officers if such payment arises from such individuals carrying out their duties to Deal Pro;
3.2.32 Shareholder Agreements. There are no unanimous shareholders’ agreements, shareholders’ agreements, voting trusts, pooling agreements or similar agreements in effect in respect of any securities of Deal Pro.
3.2.33 Director Approval. The board of directors of Deal Pro has unanimously approved the Business Combination and this Agreement, has determined that the Business Combination is fair, from a financial point of view to holders of Deal Pro Shares.
3.2.34 Consents. Other than the consent and/or approval of the TSXV, no consents or approvals to the transactions contemplated hereunder are required under the Material Contracts or any other contract, agreement or other instrument to which Deal Pro is a party or by which Deal Pro is bound.
3.2.35 Government Loans. No agreements, loans, funding arrangements or assistance programs are outstanding in favour of Deal Pro from any Governmental Authority, and no basis exists for any Governmental Authority to seek payment or repayment from Deal Pro of any amount or benefit received, or to seek performance of any obligation of Deal Pro under any such program.
3.2.36 Bank Accounts and Powers of Attorney of Deal Pro. Deal Pro does not have any bank accounts and all funds belonging to Deal Pro are held in trust by Devry Smith Frank LLP. There are no persons holding powers of attorney from Deal Pro over said funds.
3.2.37 Securities Laws. No securities commission or similar regulatory authority or stock exchange in Canada has issued any order which is currently outstanding preventing or suspending trading in any securities of Deal Pro, no such proceeding is, to the knowledge of Deal Pro, pending, contemplated or threatened and Deal Pro is not in default of any requirement of applicable Laws.

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3.2.38 Corrupt Practices Legislation. Deal Pro has not, directly or indirectly: (i) made or authorized any contribution, payment or gift of funds or property to any official, employee or agent of any governmental agency, authority or instrumentality of any jurisdiction; or (ii) made any contribution to any candidate for public office, in either case, where either the payment of the purpose of such contribution, payment or gift was, is, or would be prohibited under the Canada Corruption of Foreign Public Officials Act ( Canada ) or the Proceeds of Crime (Money Laundering) and Terrorist Financing Act ( Canada ) or the rules and regulations promulgated thereunder or under any other legislation of any relevant jurisdiction covering a similar subject matter applicable to Urban and its operations and has instituted and maintained policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance with such legislation.
3.2.39 Partnerships. Deal Pro is not a partner or participant in any partnership, joint venture, profitsharing arrangement or other association of any kind, including as a beneficiary or trustee in any trust arrangement, and is not party to any agreement under which Deal Pro agrees to carry on any part of the business or any other activity in such manner or by which Deal Pro agrees to share any revenue or profit with any other person.
3.2.40 No Undisclosed Information. Deal Pro does not have any information or knowledge of any fact or circumstance which adversely affects its ability to complete the Business Combination that has not been disclosed to Urban pursuant to or in accordance with this Agreement and neither this Agreement nor any other document or certificate furnished to Urban by Deal Pro in connection with the Business Combination contains any material error or omission or untrue, misleading or incomplete statement of material fact.

3.3 Survival

For greater certainty, the representations and warranties of each of Urban and Deal Pro contained herein will survive the execution and delivery of this Agreement and will terminate and be extinguished on the earlier of the termination of this Agreement in accordance with its terms and the Effective Time.

ARTICLE 4 CONDUCT OF BUSINESS

4.1 Conduct of Business by the Parties

Except as required by Law or is otherwise expressly permitted or specifically contemplated by this Agreement, each Party covenants and agrees to the following, during the period from the date of this Agreement until the earlier of either the Effective Time or the time that this Agreement is terminated by its terms, unless the other Party otherwise agrees in writing:

4.1.1 A Party will, and will cause its Subsidiaries (if any) to conduct business in, and not take any action except in, the usual and ordinary course of business, with the exception of reasonable costs incurred in connection with the Business Combination, and a Party will and will cause its Subsidiaries to use all commercially reasonable efforts to maintain and preserve its business organization, assets, employees and advantageous business relationships and it will not, and will cause its Subsidiaries to not, without the prior written consent of the other Party, enter into any contract in respect of its business or assets, other than in the ordinary course of business, and without limitation but subject to the foregoing, will maintain payables and other liabilities at levels consistent with past practice, will not engage or commit to engage in any extraordinary material transactions and will not make or commit to make distributions, dividends or special bonuses, without the prior written consent of the other Party.
4.1.2 Other than as contemplated by this Agreement or as otherwise agreed to in writing by the Parties, a Party will not directly or indirectly do or permit to occur any of the following:

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4.1.2.1 amend its Governing Documents;
4.1.2.2 declare, set aside or pay any dividend or other distribution or payment (whether in cash, shares or property) in respect of its shares owned by any Person other than intercorporate loans and advances;
4.1.2.3 issue, grant, sell or pledge or agree to issue, grant, sell or pledge any shares, or securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire shares other than:
4.1.2.3.1 in the case of Urban, in connection with the Financing; and
4.1.2.3.2 in the case of Deal Pro, except for the adoption of the Deal Pro 2023 Equity Incentive Plan at the Deal Pro Meeting, issuing Deal Pro Shares upon exercise of existing options;
4.1.2.4 redeem, purchase or otherwise acquire any of its outstanding shares or other securities including, without limitation, under an issuer bid;
4.1.2.5 split, combine or reclassify any of its shares;
4.1.2.6 adopt a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation or reorganization of itself or any of its Subsidiaries; or
4.1.2.7 enter into or modify any contract, agreement, commitment or arrangement with respect to any of the foregoing, except as permitted above.

ARTICLE 5 COVENANTS

5.1 Waiver of Notice of Subco Shareholder Meeting and Resolution in Lieu of Meeting by Deal Pro

Deal Pro, as sole shareholder of Subco, will waive notice of and its attendance at a meeting of the shareholders of Subco to approve the Amalgamation and will sign a consent resolution of the sole shareholder of Subco, approving the Amalgamation.

5.2 Representations and Warranties

5.2.1 Urban covenants and agrees that, from the date hereof until the termination of this Agreement, Urban will not take any action, or fail to take any action, which would or may reasonably be expected to result in the representations and warranties set out in Section 3.1 being untrue in any material respect.
5.2.2 Deal Pro covenants and agrees that, from the date hereof until the termination of this Agreement, Deal Pro will not, and will ensure that its Subsidiaries do not, take any action, or fail to take any action, which would or may reasonably be expected to result in the representations and warranties set out in Section 3.2 being untrue in any material respect.

5.3 Notice of Material Change

5.3.1 From the date hereof until the termination of this Agreement, each Party will promptly notify the other Party in writing of:

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5.3.1.1 any material change (actual, anticipated, contemplated or, to the knowledge of the applicable Party or any of its Subsidiaries, threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of such Party and its Subsidiaries, taken as whole;
5.3.1.2 any change in the facts relating to any representation or warranty set out in Sections 3.1 or 3.2, as applicable, which change is or may be of such a nature as to render any such representation or warranty misleading or untrue in a material respect; or
5.3.1.3 any material fact which arises and which would have been required to be stated herein had the fact arisen on or prior to the date of this Agreement.
5.3.2 Each Party will in good faith discuss with the other Party any change in circumstances (actual, anticipated, contemplated or, to the knowledge of the applicable Party or any of its Subsidiaries, threatened, financial or otherwise) that is of such a nature that there may be a reasonable question as to whether notice needs to be given to the other pursuant to this Section 5.3.

5.4 Non-Solicitation

From the date of this Agreement until the Effective Date or the date this Agreement is terminated in accordance with Section 8.1, whichever date occurs earliest, each Party agrees not to solicit, initiate, knowingly encourage, cooperate with or facilitate (including by way of furnishing any non-public information or entering into any form of agreement, arrangement or understanding) the submission, initiation or continuation of any oral or written inquiries or proposals or expressions of interest regarding, constituting or that may reasonably be expected to lead to any activity, arrangement or transaction or propose any activities or solicitations in opposition to or in competition with the Business Combination, and without limiting the generality of the foregoing, each Party agrees not to induce or attempt to induce any other person to initiate any shareholder proposal or “takeover bid,” exempt or otherwise, within the meaning of the Securities Act, for securities or assets of that Party, nor to undertake any transaction or negotiate any transaction which would be or potentially could be in conflict with the Business Combination, including, without limitation, allowing access to any third party to conduct due diligence, nor to permit any of its officers or directors to authorize such access, except as required by statutory obligations. In the event a Party, including any of its officers or directors, receives any form of offer or inquiry, that Party will forthwith (in any event within one business day following receipt) notify the other Party of such offer or inquiry and provide it with such details as it may request.

5.5 Other Covenants

Each Party covenants and agrees that it will:

5.5.1 use all commercially reasonable efforts to consummate the Business Combination and all matters described in the Filing Statement, subject only to the terms and conditions thereof;
5.5.2 use all commercially reasonable efforts to obtain all appropriate Regulatory Approvals;
5.5.3 not, other than in connection with the Business Combination, split, consolidate or reclassify any of its outstanding securities, nor declare, set aside or pay any dividends on or make any other distributions on or in respect of its outstanding securities; and
5.5.4 not, other than in connection with the Business Combination, reorganize, amalgamate or merge with any other person, nor acquire by amalgamating, merging or consolidating with, purchasing a majority of the voting securities or substantially all of the assets of or otherwise, any business or Person which acquisition or other transaction would reasonably be expected to prevent or

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materially delay the Business Combination contemplated hereby.

ARTICLE 6 MUTUAL COVENANTS

6.1 Other Filings

The Parties will, as promptly as practicable hereafter, prepare and file all filings required under any applicable securities Laws, the rules and policies of the TSXV or any other applicable Laws relating to the Business Combination contemplated hereby.

6.2 Additional Agreements

Subject to the terms and conditions of this Agreement and subject to fiduciary obligations under applicable Laws, each Party hereto agrees to use all commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable, the Business Combination contemplated by this Agreement and to cooperate with each other in connection with the foregoing, including using commercially reasonable efforts:

6.2.1 Intentionally Deleted
6.2.2 to obtain all necessary waivers, consents and approvals from other Party to material agreements, leases and other contracts or agreements;
6.2.3 to defend all lawsuits or other legal proceedings challenging this Agreement or the consummation of the Business Combination contemplated hereby;
6.2.4 to cause to be lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the Party to consummate the Business Combination contemplated hereby;
6.2.5 to effect all necessary registrations and other filings and submissions of information requested by the TSXV;
6.2.6 to effect all necessary registrations and other filings and submissions of information requested by Governmental Authorities;
6.2.7 to fulfill all conditions and satisfy all provisions of this Agreement; and
6.2.8 to complete the Business Combination on such date as agreed to between the Parties.

ARTICLE 7 CONDITIONS AND CLOSING MATTERS

7.1 Mutual Conditions Precedent

The respective obligations of the Parties to complete each step of the Business Combination contemplated by this Agreement will be subject to the satisfaction, on or before the Effective Date, of the following conditions precedent, each of which may be waived only by the mutual consent of the Parties:

7.1.1 the Resulting Issuer, upon completion of the Business Combination, will meet the minimum original listing requirements of the TSXV for the Resulting Issuer to be a Tier 1 or Tier 2 Issuer and the Business Combination, including the issuance of the Resulting Issuer Shares pursuant thereto, will have been approved and accepted as Deal Pro’s Qualifying Transaction in accordance with Policy 2.4 of the TSXV;

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7.1.2 there will not be in force any order or decree restraining or enjoining the consummation of the Business Combination;
7.1.3 there shall be no impediment, prohibition or restriction existing at the Effective Date to, and no offence would occur or result under any applicable statute or regulation to which the transactions contemplated hereby would be subject to by, the closing of the transactions contemplated hereby;
7.1.4 each of the principal Urban Shareholders, as required by the TSXV, shall have entered into an escrow agreement in respect of Deal Pro Shares to be issued to them pursuant to the terms hereof;
7.1.5 waiver from the TSXV relating to the sponsorship requirements as set out in Policy 2.2 – Sponsorship Requirements of the TSXV policies;
7.1.6 the Financing being completed;
7.1.7 receipts of all necessary consents required to consummate the Business Combination;
7.1.8 this Agreement will not have been terminated pursuant to Article 8;
7.1.9 all Regulatory Approvals and corporate approvals will have been obtained; and
7.1.10 each Party will not have entered into any transaction or contract that would have a material effect on the financial and operational condition, or the assets of each Party, excluding those transactions or contracts undertaken in the ordinary course of business, without first discussing and obtaining the approval of the other Party.

If any of the above conditions will not have been complied with or waived by the Parties on or before the Completion Deadline or the date required for the performance of any of the above conditions, if such date is earlier than the Completion Deadline, then a Party may terminate this Agreement in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by the Party terminating the Agreement. In the event that the failure to satisfy any one or more of the above conditions precedent results from a material default by a Party of its obligations under this Agreement and if such condition(s) precedent would have been satisfied but for such default, such defaulting Party may not rely on such failure (to satisfy one or more of the above conditions) as a basis for its own non-compliance with its obligations under this Agreement.

7.2 Additional Conditions Precedent to the Obligations of Urban

The obligations of Urban to complete the Business Combination contemplated by this Agreement will also be subject to the satisfaction, on or before the Effective Date, of each of the following conditions precedent (each of which is for the exclusive benefit of Urban and may be waived by Urban and any one or more of which, if not satisfied or waived, will relieve Urban of any obligation under this Agreement):

7.2.1 on or prior to the Effective Date, and effective upon completion of the Amalgamation, each of those directors and officers of Deal Pro as may be designated by Urban, will have tendered their resignations and provided releases in a form acceptable to Urban, and the board of directors of Deal Pro, subject to the approval of the TSXV, will have been reconstituted, and the officers will have been elected or appointed, as set forth in Section 2.3;
7.2.2 no Material Adverse Effect shall have occurred in the business, results of operations, assets, liabilities, financial condition or affairs of Deal Pro, financial or otherwise;

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7.2.3 Deal Pro will not have breached, or failed to comply with, in any material respect, any of its covenants or other obligations under this Agreement, and all representations and warranties of Deal Pro contained in this Agreement will have been true and correct in all material respects as of the date of this Agreement and will not have ceased to be true and correct in any material respect thereafter (provided, however, that if the breaching Party has been given written notice by the other Party specifying in reasonable detail any such misrepresentation, breach or nonperformance, the breaching Party will have had five Business Days to cure such misrepresentation, breach or non-performance), and the Chief Executive Officer of Deal Pro or another officer satisfactory to Urban will so certify immediately prior to the Effective Date;
7.2.4 the Deal Pro board of directors and Deal Pro Shareholder will have adopted all necessary resolutions and all other necessary corporate actions will have been taken by Deal Pro to permit the consummation of the Amalgamation, the Business Combination and the transactions contemplated therewith;
7.2.5 the Subco board of Directors and Deal Pro, in its capacity as sole shareholder of Subco, will have adopted all necessary resolutions and all other necessary corporate actions will have been taken by Subco to permit the consummation of the Amalgamation, the Business Combination and the transactions contemplated therewith
7.2.6 Deal Pro shall have no more than 8,207,001 Deal Pro Shares issued and outstanding immediately before the Effective Time;
7.2.7 Urban completing and being satisfied as to the results of its due diligence investigation of Deal Pro;
7.2.8 any further corporate changes requested by Urban, acting reasonably, shall have been implemented by Deal Pro;
7.2.9 Deal Pro furnishing such pro forma or other financial statements, as may be required by the TSXV;
7.2.10 Deal Pro, using Deal Pro’s commercially reasonable efforts; ensuring the Seed Share Undertakings are duly executed;
7.2.11 until such time that the Business Combination has been completed, Deal Pro shall only use its currently available cash, as reflected in the Deal Pro Financial Statements, for the following purposes: (i) legal fees for the Business Combination and Deal Pro Meeting (ii) accounting and audit purposes; (iii) regulatory and listing fees required in connection with the Business Combination, in amounts as agreed to between the Parties and (iv) the Bridge Loan;
7.2.12 no inquiry or investigation (whether formal or informal) in relation to Deal Pro or its directors or officers, shall have been commenced or threatened by the TSXV, any relevant securities commission or similar regulatory body having jurisdiction, such that the outcome of such inquiry or investigation could have a Material Adverse Effect on Urban after giving effect to the Business Combination; and

If any of the above conditions will not have been complied with or waived by Urban on or before the Effective Date or the date required for the performance of any of the above conditions, if such date is earlier than the Effective Date, then, subject to the cure provision provided for in Section 7.2.3, Urban may terminate this Agreement in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by Urban. In the event that the failure to satisfy any one or more of the above conditions precedent results from a material default by Urban of its obligations under this Agreement and if such condition(s) precedent would have been satisfied but for such default, Urban will not rely on such failure (to satisfy one or more of the above conditions) as a basis

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for its own noncompliance with its obligations under this Agreement.

7.3 Additional Conditions Precedent to the Obligations of Deal Pro

The obligations of Deal Pro to complete each step of the Business Combination contemplated by this Agreement will also be subject to the satisfaction, on or before the Effective Date, of each of the following conditions precedent (each of which is for the exclusive benefit of Deal Pro and may be waived by Deal Pro and any one or more of which, if not satisfied or waived, will relieve Deal Pro of any obligation under this Agreement):

7.3.1 no Material Adverse Effect shall have occurred in the business, results of operations, assets, liabilities, financial condition or affairs of Urban or any subsidiary or Urban, financial or otherwise;
7.3.2 Urban will not have breached, or failed to comply with, in any material respect, any of its covenants or other obligations under this Agreement, and all representations and warranties of Urban contained in this Agreement will have been true and correct in all material respects as of the date of this Agreement and will not have ceased to be true and correct in any material respect thereafter (provided, however, that if the breaching Party has been given written notice by the other Party specifying in reasonable detail any such misrepresentation, breach or nonperformance, the breaching Party will have had five Business Days to cure such misrepresentation, breach or nonperformance), and the Chief Executive Officer of Urban or another officer satisfactory to Deal Pro will so certify immediately prior to the Effective Date;
7.3.3 the board and the shareholders of Urban will have adopted all necessary resolutions and all other necessary corporate actions will have been taken by Urban to permit the consummation of the Amalgamation, the Business Combination and the transactions contemplated therewith;
7.3.4 there being no legal proceedings or regulatory actions or proceedings, or to the knowledge of Urban pending, against Urban or any subsidiary of Urban which may, if determined against the interests of Urban or any subsidiary of Urban, have a Material Adverse Effect on Urban or any subsidiary of Urban;
7.3.5 Urban completing the Financing;
7.3.6 electronic delivery to the TSXV of a duly completed Form 2A ( Personal Information Form ) or Form 2C1 ( Declaration ) for each of the proposed new Insiders (as such term is defined in the TSXV Corporate Finance Manual) of Deal Pro pending completion of the Business Combination, and for such other persons as may be required by the TSXV;
7.3.7 no inquiry or investigation (whether formal or informal) in relation to Urban or its directors or officers, shall have been commenced or threatened by the TSXV, any relevant securities commission or similar regulatory body having jurisdiction, such that the outcome of such inquiry or investigation could have a Material Adverse Effect on Urban after giving effect to the Business Combination;
7.3.8 Deal Pro completing and being satisfied as to the results of its due diligence investigation of Urban, the Business and its assets; and
7.3.9 no inquiry or investigation (whether formal or informal) in relation to Urban or its directors or officers, shall have been commenced or threatened by the TSXV, any relevant securities commission or similar regulatory body having jurisdiction, such that the outcome of such inquiry or investigation could have a Material Adverse Effect on Urban after giving effect to the Business Combination.

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If any of the above conditions will not have been complied with or waived by Deal Pro on or before the Effective Date or the date required for the performance of any of the above conditions, if earlier than the Effective Date, then, subject to the cure provision provided for in Section 7.3.2, Deal Pro and Subco may terminate this Agreement in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by Deal Pro or Subco. In the event that the failure to satisfy any one or more of the above conditions precedent results from a material default by Deal Pro or Subco of its obligations under this Agreement and if such condition(s) precedent would have been satisfied but for such default, either Party will rely on such failure (to satisfy one or more of the above conditions) as a basis for its own noncompliance with its obligations under this Agreement.

7.4 Merger of Conditions

The conditions set out in Sections 7.1, 7.2 and 7.3 will be conclusively deemed to have been satisfied, waived or released by the Parties on the filing of the Articles of Amalgamation with the Director and such other documents as are required to be filed under the OBCA for acceptance by the Director to give effect to the Amalgamation.

7.5 Closing Matters

The completion of the transactions contemplated under this Agreement will be effected via electronic exchange of documents at 11:00 a.m. (Toronto time) on the Effective Date.

ARTICLE 8 TERMINATION, AMENDMENT AND DISSENTING SHAREHOLDERS

8.1 Termination

This Agreement may be terminated at any time before the Effective Date:

8.1.1 by mutual written consent of Urban and Deal Pro;
8.1.2 by Urban, upon written notice to Deal Pro (specifying in reasonable detail the circumstances giving rise to Urban’s right to terminate):
8.1.2.1 if any condition set out in Section 7.1 (Mutual Conditions Precedent ) or Section 7.2 ( Additional Conditions Precedent to the Obligations of Urban ) that has not been waived by Urban is not satisfied at or before the Effective Time; or
8.1.2.2 if any condition set out in Section 7.1 (Mutual Conditions Precedent ) or Section 7.2 ( Additional Conditions Precedent to the Obligations of Urban ) that has not been waived by Urban is not capable of being satisfied by the Completion Deadline,

in each case provided that the failure to satisfy that condition is not the result, directly or indirectly, of Urban’s breach of this Agreement;

8.1.3 by Deal Pro, upon written notice to Urban (specifying in reasonable detail the circumstances giving rise to Deal Pro’s right to terminate):
8.1.3.1 if any condition set out in Section 7.1 (Mutual Conditions Precedent ) or Section 7.3 ( Additional Conditions Precedent to the Obligations of Deal Pro ) that has not been waived by Deal Pro is not satisfied at or before the Effective Time; or
8.1.3.2 if any condition set out in Section 7.1 (Mutual Conditions Precedent ) or Section 7.3 ( Additional Conditions Precedent to the Obligations of Deal Pro ) that has not been

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waived by Deal Pro is not capable of being satisfied by the Completion Deadline,

in each case provided that the failure to satisfy that condition is not the result, directly or indirectly, of Deal Pro’s breach of this Agreement; or

8.1.4 by Urban or Deal Pro, upon written notice to the other Party, if the Effective Date does not occur by 11:59 p.m. (Toronto time) on the Completion Deadline, provided that Urban may not terminate this Agreement under this Section 8.1.4 if the failure of the Effective Date to occur is the result, directly or indirectly, of Urban’s breach of this Agreement, and Deal Pro may not terminate this Agreement under this Section 8.1.4 if the failure of the Effective Date to occur is the result, directly or indirectly, of the breach of this Agreement by Deal Pro.

8.2 Effect of Termination

In the event of the termination of this Agreement as provided in Section 8.1, this Agreement will forthwith have no further force or effect and there will be no obligation on the part of Deal Pro or Urban hereunder except as set forth in Section 8.3 and Section 8.4, which provisions will survive the termination of this Agreement. Nothing herein will relieve any Party from liability for any breach of this Agreement.

8.3 Fees and Expenses

Subject to Section 8.1, each of Urban and Deal Pro will pay its own costs and expenses (including all legal, accounting and financial advisory fees and expenses) incurred in connection with the completion of the Qualifying Transaction, including without limitation, expenses related to the preparation, execution and delivery of all agreements including, without limitation, this Agreement and other documents referenced herein.

8.4 Amendment

This Agreement may, at any time on or before the Effective Date be amended by mutual agreement between the Parties hereto. This Agreement may not be amended except by an instrument in writing signed by the appropriate officers on behalf of each of the Parties hereto.

8.5 Dissenting Shareholders

On the earlier of the Effective Date, the making of an agreement between a Dissenting Shareholder and Urban for the purchase of their Dissenting Urban Shares or the pronouncement of a court order pursuant to section 185 of the OBCA, a Dissenting Shareholder will cease to have any rights as a Urban Shareholder other than the right to be paid the fair value of its Dissenting Urban Shares in the amount agreed to or as ordered by the court, as the case may be. Despite anything in this Agreement to the contrary, Dissenting Urban Shares which are held by a Dissenting Shareholder will not be exchanged for Deal Pro Shares on the Effective Date as provided in Section 2.1. However, in the event that a Dissenting Shareholder fails to perfect or effectively withdraws the Dissenting Shareholder’s claim under section 185 of the OBCA or otherwise forfeits the Dissenting Shareholder’s right to make a claim under section 185 of the OBCA, the Dissenting Shareholder’s Dissenting Urban Shares will thereupon be deemed to have been exchanged as of the Effective Date for Deal Pro Shares on the basis set forth in Section 2.1.

8.6 Waiver

A Party may (i) extend the time for the performance of any of the obligations or other acts of the other Party, (ii) waive compliance with any of the other Party’s agreements or the fulfillment of any of its conditions contained herein or (iii) waive inaccuracies in another Party’s representations or warranties contained herein or in any document delivered by the other Party hereto; provided, however, that any such extension or waiver will be valid only if set forth in an instrument in writing signed on behalf of such

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Party.

ARTICLE 9 GENERAL

9.1 Notices

All notices and other communications given or made pursuant hereto will be in writing and will be deemed to have been duly given or made as of the date delivered or sent if delivered personally or sent by e-mail or sent by prepaid overnight courier to the Parties at the following addresses (or at such other addresses as will be specified by the Parties by like notice):

if to Urban:

106 East Drive, 2[nd] Floor Brampton, ON L6T 1C1 Attention: Gary Alves / Ungad Chadda E-mail: [email protected] / [email protected]

with a copy to:

Fish Purdy LLP Suite 408, 55 Water Street Vancouver, British Columbia V6B 1A1 Attention: Sebastian Lowes E-mail: [email protected]

if to Deal Pro or Subco:

c/o Devry Smith Frank LLP 95 Barber Greene Road, Suite 100 Toronto, Ontario M3C3E9

Attention: Harold Wolkin E-mail: [email protected]

with a copy to:

Devry Smith Frank LLP 95 Barber Greene Road, Suite 100 Toronto, Ontario M3C3E9

Attention: Dan Rothberg E-mail: [email protected]

9.2 Assignment

Neither this Agreement nor any right or obligation under this Agreement may be assigned by either Party without the prior written consent of the other Party. This Agreement enures to the benefit of and is binding upon the Parties and their respective successors and permitted assigns.

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9.3 Complete Agreement

This Agreement sets forth the entire understanding between the Parties hereto and supersedes all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter of this Agreement, including but not limited to, the Letter of Intent. No other agreements, representations, warranties or other matters, whether oral or written, will be deemed to bind the Parties hereto with respect to the subject matter of this Agreement.

9.4 Further Assurances

Each Party hereto will, from time to time, and at all times hereafter, at the request of the other Party hereto, but without further consideration, do all such further acts and execute and deliver all such further documents and instruments as will be reasonably required in order to fully perform and carry out the terms and intent of this Agreement.

9.5 Severability

Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable Law. Any provision of this Agreement that is invalid or unenforceable in any jurisdiction will be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions of this Agreement, and any such invalidity or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction.

9.6 Counterpart Execution

This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument.

9.7 Investigation by Parties

No investigations made by or on behalf of either Party or any of their respective authorized agents at any time will have the effect of waiving, diminishing the scope of or otherwise affecting any representation, warranty or covenant made by the other Party in or pursuant to this Agreement.

9.8 Public Announcement; Disclosure and Confidentiality

9.8.1 Unless and until the transactions contemplated in this Agreement will have been completed, none of the Parties will make any public announcement concerning this Agreement or the matters contemplated herein, their discussions or any other memoranda, letters or agreements between them relating to the matters contemplated herein without the prior consent of the other Parties, which consent will not be unreasonably withheld, provided that no Party will be prevented from making any disclosure that is required to be made by applicable Law or any rules of a stock exchange or similar organization to which that Party is bound.
9.8.2 All information provided to or received by the Parties will be treated as confidential (“ Confidential Information ”). Subject to the provisions of this Section, no Confidential Information will be published by any Party without the prior written consent of the other Party, but such consent in respect of the reporting of factual data will not be unreasonably withheld. The consent required by this Section will not apply to a disclosure to:
9.8.2.1 comply with any applicable Laws;
9.8.2.2 a director, officer or employee of a Party;

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9.8.2.3 an Affiliate of a Party;
9.8.2.4 a consultant, contractor or subcontractor of a Party that has a bona fide need to be informed; or
9.8.2.5 any third party to whom the disclosing Party may assign any of its rights under this Agreement;

provided, however, that in the case of Section 9.8.2.5, so long as the third party agrees in writing to maintain in confidence any of the Confidential Information so disclosed to it.

9.8.3 The obligations of confidence and prohibitions against use of Confidential Information under this Agreement will not apply to information that the disclosing Party can show by reasonable documentary evidence or otherwise:
9.8.3.1 as of the date of this Agreement, was in the public domain;
9.8.3.2 after the date of this Agreement, was published or otherwise became part of the public domain through no fault of the disclosing Party or an Affiliate (but only after, and only to the extent that, it is published or otherwise becomes part of the public domain); or
9.8.3.3 was information that the disclosing Party or its Affiliates were required to disclose pursuant to the order of any Governmental Authority.

9.9 Independent Legal Advice

Urban and Deal Pro hereby represent and warrant to each other and acknowledge and agree that they have each had the opportunity to seek and were not prevented nor discouraged from seeking independent legal advice prior to the execution and delivery of this Agreement and that, in the event that they did not avail themselves of that opportunity prior to signing this Agreement, they did so voluntarily without any undue pressure and agree that their failure to obtain independent legal advice shall not be used by them as a defense to the enforcement of their obligations under this Agreement

[ Remainder of page intentionally left blank ]

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IN WITNESS WHEREOF , the Parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

DEAL PRO CAPITAL CORPORATION

Per: /s/ “Harold Wolkin” Name: Harold Wolkin Title: Chief Executive Officer (I have authority to bind the company)

URBAN UTILITIES CONTRACTORS INC.

By: /s/ “Gary Alves Name: Gary Alves Title: Chief Executive Officer (I have authority to bind the company)

[ Signature page – Business Combination Agreement ]

SCHEDULE A AMALGAMATION AGREEMENT

(Attached)

AMALGAMATION AGREEMENT

THIS AMALGAMATION AGREEMENT is made as of the [•] day of [•], 2024,

BETWEEN:

DEAL PRO CAPITAL CORPORATION ,

a corporation incorporated under the laws of the Province of Ontario (“ Deal Pro ”)

and -

1000773456 Ontario Inc. ,

a corporation incorporated under the laws of the Province of Ontario (“ Subco ”)

and -

URBAN UTILITIES CONTRACTORS INC. ,

a corporation incorporated under the laws of the Province of Ontario (“ Urban ”)

CONTEXT

A. Urban and Deal Pro have agreed to combine their businesses and assets pursuant to the Business Combination Agreement;
B. Urban, Deal Pro and Subco are each incorporated under the OBCA;
C. Subco is a wholly-owned subsidiary of Deal Pro.
D. The authorized capital of Urban consists of an unlimited number of Urban Common Shares, an unlimited number of Urban Class A Shares and an unlimited number of Urban Class B Shares of [ ] Urban Common Shares, [ ] Urban Class A Shares and [ ] Urban Class B Shares are issued and outstanding at the date of this Agreement as fully paid and non- assessable shares.
E. The authorized capital of Subco consists of an unlimited number of Subco Shares, of which [ ] Subco Shares are issued and outstanding at the date of this Agreement as fully paid and nonassessable shares, all of which are owned beneficially and of record by Deal Pro.
F. Pursuant to the Amalgamation, and subject to the terms of the Business Combination Agreement, Urban and Subco will amalgamate and continue as Amalco, which will become a wholly-owned subsidiary of Deal Pro, and Deal Pro will issue: (A) to each Urban Common Shareholder, one (1) Deal Pro Share for each Urban Common Share held, and (B) to each Urban Class A Shareholder, one (1) Deal Pro Share for each Urban Class A Share held.
G. URBAN, Deal Pro and Subco have each made full disclosure to the other of all their respective assets and liabilities.

NOW THEREFORE in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged) the parties agree as follows:

1. Interpretation

In this Agreement, including the recitals hereto, the following words and expressions will have the respective meanings ascribed to them below:

“ Agreement ” means this agreement, its recitals and exhibits, as the same may be amended, modified or supplemented from time to time;

“ Amalco ” means the corporation resulting from the Amalgamation and continuing the corporate existence of the Amalgamating Corporations;

“ Amalco Class A Shareholder ” means a registered holder of Amalco Class A Shares and “ Amalco Class A Shareholders ” means all of such holders;

“ Amalco Class A Shares ” means the Class A Shares in the capital of Amalco.

“ Amalco Class B Shareholder ” means a registered holder of Amalco Class B Shares and “ Amalco Class B Shareholders ” means all of such holders;

“ Amalco Class B Shares ” means the Class B Shares in the capital of Amalco.

“ Amalco Common Shareholder ” means a registered holder of Amalco Common Shares and “ Amalco Common Shareholders ” means all of such holders;

“ Amalco Common Shares ” means the Common Shares in the capital of Amalco;

“ Amalgamating Corporations ” means Urban and Subco and “ Amalgamating Corporation ” means either of them as applicable;

“ Amalgamation ” means the amalgamation of the Amalgamating Corporations pursuant to the provisions of the OBCA in the manner contemplated in and pursuant to this Agreement;

“ Articles of Amalgamation ” means the articles of amalgamation giving effect to the Amalgamation to be filed with the Director appointed under the OBCA pursuant to this Agreement, in the form annexed hereto as Exhibit A;

“ Business Combination Agreement ” means the business combination agreement dated February 8, 2024 between Urban and Deal Pro;

“ Certificate of Amalgamation ” means the certificate of amalgamation to be issued by the Director in respect of the Amalgamation;

“ Deal Pro Name Change ” means, subject to the completion of the Amalgamation, a change in the name of Deal Pro to “Urban Utilities Group Inc.” or such other similar name as may be accepted by the relevant regulatory authorities and approved by the board of directors of Deal Pro following the Amalgamation;

“ Deal Pro Shares ” means the Common Shares in the capital of Deal Pro;

“ Deal Pro Replacement Warrants ” means common share purchase warrants to purchase Deal Pro Shares, substantially on the same terms of the Urban Warrants;

“ Director ” means the Director appointed under section 278 of the OBCA;

“ Dissenting Shareholder ” means a registered Urban Common Shareholder or Urban Class A Shareholder who, in connection with the special resolution of the shareholders which approves and adopts this Agreement, has exercised the right to dissent pursuant to section 185 of the OBCA in strict compliance with the provisions of this Agreement and thereby becomes entitled to be paid the fair value of his, her or its Urban Common Shares or Urban Class A Shares (as applicable) and who has not

withdrawn the notice of the exercise of such right as permitted by section 185 of the OBCA;

“ Effective Date ” means the date shown on the Certificate of Amalgamation;

“ Effective Time ” means 12:01 a.m. (Toronto time) on the Effective Date;

“ fair value ” where used in relation to a Urban Common Share or Urban Class A Share held by a Dissenting Shareholder, means fair value as determined by a court under section 185 of the OBCA or as agreed between Urban and the Dissenting Shareholder;

“ Parties ” means Urban, Subco and Deal Pro, and “ Party ” means each of them as applicable;

“ Person ” means a natural person, partnership, limited liability partnership, corporation, joint stock company, trust, unincorporated association, joint venture or other entity, and pronouns have a similarly extended meaning;

“ OBCA ” means the Business Corporations Act (Ontario) as the same has been and may hereafter from time to time be amended;

“ Subco ” is defined in the recital of the Parties above;

“ Subco Shares ” means the Common Shares in the capital of Subco;

“ Subco Shareholder ” means the registered holder of Subco Shares, being Deal Pro;

“Transfer Agent ” means such Person as Deal Pro may appoint to act as transfer agent in relation to the Business Combination, with the approval of Urban, acting reasonably.

“ Urban Class A Shareholder ” means a registered holder of Urban Class A Shares, from time to time, and “ Urban Class A Shareholders ” means all of such holders.

“ Urban Class A Shares ” means the Class A Shares in the capital of Urban.

“ Urban Class B Shareholder ” means a registered holder of Urban Class B Shares, from time to time, and “ Urban Class B Shareholders ” means all of such holders.

“ Urban Class B Shares ” means the Class B Shares in the capital of Urban.

“ Urban Common Shareholder ” means a registered holder of Urban Common Shares, from time to time, and “ Urban Common Shareholders ” means all of such holders.

“ Urban Common Shares ” means the common shares in the capital of Urban;

" Urban Shareholders ” means collectively the Urban Common Shareholders, the Urban Class A Shareholders and the Urban Class B Shareholders, and “ Urban Shareholder ” means any one of them.

“ Urban Warrant ” means a common share purchase warrants to purchase Urban Common Shares issued pursuant to the Financing (as defined in the Business Combination Agreement);

“ Urban Warrantholder ” means a holder of Urban Warrants.

2. Paramountcy

In the event of any conflict between the provisions of this Agreement and the provisions of the Business

Combination Agreement, the provisions of this Agreement will prevail.

3. Agreement to Amalgamate

Each of the Parties hereby agrees to the Amalgamation such that the Amalgamating Corporations will amalgamate to create and continue as Amalco under the provisions of section 175 of the OBCA, on the terms and conditions set out in this Agreement.

4. Filing of Articles

Following the approval of this Agreement by the shareholders of the Amalgamating Corporations in accordance with the OBCA, and in accordance with the terms and conditions of the Business Combination Agreement, including the satisfaction or waiver of all conditions precedent set forth in the Business Combination Agreement, Urban will file the Articles of Amalgamation, substantially in the form annexed hereto as Exhibit A, with the Director as provided under the OBCA.

5. Conditions Precedent to the Amalgamation

The Amalgamation is subject to the satisfaction or waiver by the Party entitled to make such waiver, of the conditions precedent set forth in Article 8 of the Business Combination Agreement. The signing and delivery of the Articles of Amalgamation by Urban and Subco will be conclusive evidence that such conditions have been satisfied to the satisfaction of Urban and Deal Pro, or waived by the Party entitled to make such waiver, and that Urban and Subco may amalgamate in accordance with the provisions of this Agreement.

6. Amalgamation Events

Pursuant to the Amalgamation, on the Effective Date:

(a) each issued and outstanding Urban Common Share or Urban Class A Share held by a Dissenting Shareholder will become an entitlement to be paid the fair value of such share;
(b) each issued and outstanding Subco Share will be exchanged for one (1) fully paid and non-assessable Amalco Common Share;
(c) each issued and outstanding Urban Common Share (other than those held by Dissenting Shareholders) will be exchanged for one (1) fully paid and non-assessable Deal Pro Share;
(d) each issued and outstanding Urban Class A Share (other than those held by Dissenting Shareholders) will be exchanged for one (1) fully paid and non-assessable Deal Pro Share;
(e) each issued and outstanding Urban Class B Share will be exchanged for one (1) fully paid and non-assessable Amalco Class B Share;
(f) as consideration for the issuance of Deal Pro Shares in exchange for the Urban Common Shares, Amalco will issue to Deal Pro one (1) Amalco Common Share;
(g) as consideration for the issuance of Deal Pro Shares in exchange for the Urban Class A Shares, Amalco will issue to Deal Pro, one (1) Amalco Class A Share;
(h) Urban and Subco will be amalgamated and continue as Amalco;
(i) all of the property and assets of each of Urban and Subco will be the property and assets of Amalco and Amalco will be liable for all of the liabilities and obligations of each of Urban and Subco, including civil, criminal and quasi criminal, and all contracts, liabilities and debts of Subco and Urban;
(j) all rights of creditors against the property, assets, rights, privileges and franchises of Subco and Urban and all liens upon their property, rights and assets will be unimpaired by the Amalgamation and all debts, contracts, liabilities and duties of Subco and Urban will thenceforth attach to and be enforced against Amalco; and
(k) no action or proceeding by or against Subco or Urban will abate or be affected by the Amalgamation but, for all purposes of such action or proceeding, the name of Amalco will be substituted in such action or proceeding in place of Subco or Urban, as the case may be.
(l) each Urban Warrant held by Urban Warrantholder outstanding immediately prior to the Effective Time will be exchanged for such number of Deal Pro Replacement Warrants issued by Deal Pro in accordance with the Exchange Ratio and upon such exchange all Urban Warrants will be cancelled, pursuant to the terms of the Urban Subscription Agreement.

7. Articles of Amalgamation

The Articles of Amalgamation of Amalco will be substantially in the form annexed hereto as Exhibit A.

8. Name

The name of Amalco will be “Urban Utilities Group Inc.”, or such other name as mutually agreed to by the Parties.

9. Registered Office

The registered office of Amalco will be 106 East Drive, 2[nd] , Floor, Brampton, Ontario L6T 1C1.

10. Authorized Capital

The authorized capital of Amalco will consist of an unlimited number of Amalco Common Shares, an unlimited number of Amalco Class A Shares and an unlimited number of Amalco Class B Shares, the rights, privileges, restrictions and conditions attaching to which will be as set out in the Articles of Amalgamation annexed hereto as Exhibit A.

11. Share Transfer Restrictions

The Amalco Common Shares, Amalco Class A Shares and Amalco Class B Shares will be subject to restrictions on transfer as set out in the Articles of Amalgamation annexed hereto as Exhibit A.

12. Business

There will be no restrictions on the business that Amalco is authorized to carry on or the powers which Amalco may exercise.

13. Number of Directors

The board of directors of Amalco will consist of not less than one (1) and not more than ten (10) directors.

14. First Director(s)

The first director(s) of Amalco will be the persons whose names and residential addresses appear below:

Name Gary Alves	Address 106 East Drive, 2ndFloor Brampton, Ontario L6T 1C1	Resident Canada
		Yes

The above directors will hold office from the Effective Date until the first annual meeting of Amalco Shareholders or until his successor is elected or appointed.

15. By-laws

The by-laws of Amalco will be, to the extent not inconsistent with this Agreement, the by-laws of Subco, until repealed or amended. The by-laws of Subco can be inspected at 106 East Drive, 2[nd] Floor, Brampton, Ontario L6T 1C1 on Monday – Friday during the hours of 9:00 AM ET – 5:00 PM ET.

16. Fractional Shares

No fractional Deal Pro Shares, Amalco Common Shares, Amalco Class A Shares or Amalco Class B Shares will be issued or delivered to any former Urban Shareholder or the former Subco Shareholder otherwise entitled thereto, if any. Instead, the number of Deal Pro Shares, Amalco Common Shares, Amalco Class A Shares or Amalco Class B Shares (as appliable) issued to each former holder of Urban Common Shares, Urban Class A Shares, Urban Class B Shares or Subco Shares (as applicable),will be rounded down to the nearest whole number.

17. Stated Capital

The stated capital account in the records of Amalco for the Amalco Common Shares, the Amalco Class A Shares and Amalco Class B Shares respectively will be equal to the stated capital attributed to the Urban Common Shares, the Urban Class A Shares, the Urban Class B Shares, and the Subco Shares, determined immediately before the Amalgamation.

18. Delivery of Securities

Following the Amalgamation as soon as practicable after the Effective Date:

(a) Amalco will issue a certificate representing the appropriate number of Amalco Common Shares to the former Subco Shareholder. Until delivery of such certificate, the share certificate or certificates representing the Subco Shares held by the former Subco Shareholder will be evidence of the former Subco Shareholder’s right to be registered as a shareholder of Amalco. Share certificates formerly representing Subco Shares which are held by the former Subco Shareholder will cease to represent any claim upon or interest in Subco other than the right of the registered holder to receive the number Amalco Common Shares to which it is entitled pursuant to the terms of this Agreement.
(b) Amalco will issue a certificate representing the appropriate number of Amalco Class B Shares to the former Urban Class B Shareholders. Until delivery of such certificate, the share certificate or certificates representing the Urban Class B Shares held by the former

Urban Class B Shareholders will be evidence of the former Urban Class B Shareholder’s right to be registered as a shareholder of Amalco. Share certificates formerly representing Urban Class B Shares which are held by the former Urban Class B Shareholder will cease to represent any claim upon or interest in Urban other than the right of the registered holder to receive the number Amalco Class B Shares to which it is entitled pursuant to the terms of this Agreement.

(c) In accordance with normal commercial practice, Deal Pro will issue or cause to be issued certificates or DRS Statements representing the appropriate number of Deal Pro Shares (post-Deal Pro Name Change) to the former Urban Common Shareholders and Urban Class A Shareholders by:
(i) Issuing such Deal Pro Shares, as applicable, to satisfy the consideration issuable to such Urban Common Shareholders and Urban Class A Shareholders; and
(ii) as soon as reasonably practicable after the Effective Date, causing the Transfer Agent to forward to, or hold for pick-up by, each former Urban Shareholder, the certificates representing the Deal Pro Shares to which such Urban Shareholder is entitled.
(d) In accordance with normal commercial practice, Deal Pro will issue or cause to be issued certificates representing the appropriate number of Deal Pro Warrants (post-Deal Pro Name Change) to the former Urban Warrantholders by:
(i) delivering warrant certificates representing such Deal Pro Warrants, to satisfy the consideration issuable to such Urban Warrantholders; and
(ii) as soon as reasonably practicable after the Effective Date, causing the Depositary to forward to, or hold for pick-up by, each former Urban Warrantholder, the certificates representing the Deal Pro Warrants to which such Urban Warrantholder is entitled.
(e) Warrant certificates formerly representing Urban Warrants which are held by the former Urban Warrantholder will cease to represent any claim upon or interest in Urban other than the right of the registered holder to receive the number of Deal Pro Warrants to which it is entitled pursuant to the terms of this Agreement and the Urban Subscription Agreement.
(f) Share certificates formerly representing Urban Common Shares and Urban Class A Shares which are held by the former Urban Common Shareholders and Urban Class A Shareholders will cease to represent any claim upon or interest in Urban other than the right of the registered holder to receive the number of Deal Pro Shares to which it is entitled pursuant to the terms of this Agreement.

19. Negative Covenants

From the date of this Agreement to and including the Effective Date, each of Urban, Subco and Deal Pro covenants that it will not:

(a) reserve, allot, create, issue or distribute any of its securities, other than:
(i) securities issuable upon the exercise, conversion or exchange of previously issued securities including, in the case of Urban, any Urban securities convertible into

Urban Common Shares, Urban Class A Shares or Urban Class B Shares;

(ii) stock options granted under its stock option plan;
(iii) securities to be issued pursuant to employee purchase plans; or
(iv) securities to be issued in order to effect the transactions described in the Business Combination Agreement;
(b) declare or pay dividends on any of its shares other than as has been publicly disclosed as of the date of this Agreement or make any other issue, payment or distribution to the holders of its securities including, without limitation, the issue, payment or distribution of any of its assets or property to such holders;
(c) authorize or take any action to amalgamate, merge, reorganize, effect an arrangement, liquidate, dissolve, wind-up or transfer all or substantially all of its undertaking or assets to another corporation or entity;
(d) reclassify any outstanding securities or change such securities into other shares or securities or subdivide, redivide, reduce, combine or consolidate such securities into a greater or lesser number of securities, effect any other capital reorganization or amend the designation of or the rights, privileges, restrictions or conditions attaching to such securities, other than in order to effect the transactions described in the Business Combination Agreement;
(e) amend its articles or by-laws, other than in order to effect the transactions described in the Business Combination Agreement; or
(f) enter into any transaction, or take any other action, out of the ordinary course of its business, other than in order to effect the transactions described in the Business Combination Agreement.

20. Termination

Subject to the terms of the Business Combination Agreement, this Agreement may be terminated by the board of directors of each of the Amalgamating Corporations, despite the approval of this Agreement by the shareholders of the Amalgamating Corporations, at any time prior to the issuance of the Certificate of Amalgamation. If this Agreement is terminated pursuant to this Section, this Agreement will forthwith become void and of no further force and effect.

21. Governing Law

This Agreement will be governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each Party hereby irrevocably attorns to the jurisdiction of the courts of the Province of Ontario sitting in and for the judicial district of Toronto in respect of all matters arising under or in relation to this Agreement.

22. Further Assurances

Each of the Parties agrees to execute and deliver such further instruments and to do such further reasonable acts and things as may be necessary or appropriate to carry out the intent of this Amalgamation Agreement.

23. Time of the Essence

Time will be of the essence of this Agreement.

24. Amendments

This Agreement may only be amended or otherwise modified by written agreement executed by the Parties.

25. Counterparts

This Agreement may be signed in counterparts (including counterparts by facsimile), and all such signed counterparts, when taken together, will constitute one and the same agreement, effective on this date.

[ Signature Page Follows ]

IN WITNESS WHEREOF the Parties have executed this Agreement by their duly authorized officers as of the day and year first above written.

DEAL PRO CAPITAL CORPORATION

Per:

Name: Harold Wolkin Title: Chief Executive Officer (I have authority to bind the company)

1000773456 ONTARIO INC.

Per: Name: Harold Wolkin Title: President (I have authority to bind the company)

URBAN UTILITIES CONTRACTORS INC.

By: Name: Gary Alves Title: Chief Executive Officer (I have authority to bind the company)

EXHIBIT A ARTICLES OF AMALGAMATION

(TO BE INSERTED)

SCHEDULE B SECTION 85 AGREEMENT

SHARE EXCHANGE AGREEMENT

THIS SHARE EXCHANGE AGREEMENT dated this • day of February, 2024.

BETWEEN:

, an individual residing in the City of •, in the Province of Ontario

(the “ Shareholder ”)

OF THE FIRST PART

and –

URBAN INFRASTRUCTURE GROUP INC. , a corporation duly incorporated under the laws of the Province of Ontario

(the “ Corporation ”)

OF THE SECOND PART

WHEREAS the Shareholder is the legal and beneficial owner of • Class B Shares (the “ Urban Shares ”) in the capital of Urban Utilities Contractors Inc. (“ Urban ”);

AND WHEREAS pursuant to a Business Combination Agreement dated between the Corporation and Urban, Urban intends inter alia , to amalgamate its corporate exisitence with 10007733456 Ontario Inc., a wholly owned subsiary of the Corporation (the “ Amalgamation ”);

AND WHEREAS in connection with the Amalgamation, the Shareholder intends to exchange the Urban Shares for an equal number of Class B Shares in the capital of the amalagated company on an one (1) for one (1) exchange rate (the “ Amalco Shares ”);

AND WHEREAS in connection with the Amalgamation, the Shareholder intends to exchange the Amalco Shares for an equal number of common shares in the capital of the Corporation on an one (1) for one (1) exchange rate (the “ Exchanged Shares ”);

AND WHEREAS on the Effective Date (as hereinafter defined) the Shareholder and the Corporation (collectively the “ Parties ”) desire to exchange the Exchanged Shares, for an equal number of common shares in the captial of the Corporation (the “ Issued Shares ”) on the terms and conditions set forth in this Agreement;

AND WHEREAS the Parties wish to complete this exchange as a transaction to which Section 85(1) of the Income Tax Act (Canada) (the “ Act ” as more fully defined below) applies.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

In addition to terms defined elsewhere herein, the following terms have the following meanings:

1.1 “ Act ” shall mean the Income Tax Act (Canada), R.S.C., 1985, c. 1 (5th Supp.) and the Regulations thereto as amended from time to time.
1.2 “ Affiliate ” means a company that is affiliated with another company as described below. A company is an Affiliate of another company if (a) one of them is the subsidiary of the other, or (b) each of them is controlled by the same Person. A company is “controlled” by a Person if (i) voting securities of the company are held, other than by way of security only, by or for the benefit of that Person, and (ii) the voting securities, if voted, entitle the Person to elect a majority of the directors of the company. A Person beneficially owns securities that are beneficially owned by (A) a company controlled by that Person, or (B) an Affiliate of that Person or an Affiliate of any company controlled by that Person.
1.3 “ Agreement ” means this agreement as the same may be amended from time to time, and the expressions “hereof”, “herein”, “hereto”, “hereunder” and “hereby”, and similar expressions refer to this Agreement.
1.4 “ Associate ” when used to indicate a relationship with a Person or company, means (a) an issuer of which the Person or company beneficially owns or controls, directly or indirectly, voting securities entitling him to more than 10% of the voting rights attached to outstanding securities of the issuer, (b) any partner of the Person or company, (c) any trust or estate in which the Person or company has a substantial beneficial interest or in respect of which a Person or company serves as trustee or in a similar capacity, (d) in the case of a Person, a relative of that Person, including (i) that Person’s spouse or child, or (ii) any relative of the Person or of his spouse who has the same residence as that Person, but (e) where the Exchange determines that two Persons shall, or shall not, be deemed to be associates with respect to a Member firm, Member corporation or holding company of a Member corporation, then such determination shall be determinative of their relationships in the application of Rule D of the Exchange with respect to that Member firm, Member corporation or holding company.
1.5 “ Effective Date ” shall mean the earlier of:

any date that the Corporation will be, after the issuance of the Issued Shares, in compliance with the Exchange’s initial listing requirement as to the percentage of common shares held by Public Shareholders; and

(a) the second anniversary of the date of this Agreement,

or such other date as the Parties may agree upon in writing.

1.6 “ Exchange ” means the TSX Venture Exchange.
1.7
“ Exchanged Shares ” has the meaning ascribed thereto in the recitals.
1.8 “ Fair Market Value ” means the fair market value of the Exchanged Shares as at the date of this Agreement which the parties have agreed is equal to $0.15 per Exchanged Share.
1.9 “ Insider ” if used in relation to an issuer, means (a) a director or senior officer of the issuer; (b) a director or senior officer of the company that is an Insider or subsidiary of the issuer; (c) a Person that beneficially owns or controls, directly or indirectly, voting shares carrying more than 10% of the voting rights attached to all outstanding voting shares of the company; or (d) the issuer itself if it holds any of its own securities.
1.10 “ Issued Shares ” has the meaning ascribed thereto in the recitals.
1.11 “ Liens ” has the meaning ascribed thereto in Section 2.3.
1.12 “ Parties ” has the meaning ascribed thereto in the recitals.
1.13 “ Person ” means an individual, partnership, association, body corporate, joint venture, business organization, trustee, executor, administrative legal representative, Governmental Entity or any other entity, whether or not having legal status.
1.14 “ Public Shareholder ” means a shareholder of a company that is not any of the following: (a) a Promoter of the company; (b) an Insider of the company; or (c) an Associate or an Affiliate of an Insider of the company

2. EXCHANGE OF SHARES

2.1 On and subject to the terms of this Agreement, the Shareholder hereby surrenders and delivers to the Corporation the Exchanged Shares for exchange, and the Corporation hereby exchanges the Exchanged Shares for the Issued Shares as of the Effective Date.
2.2 The consideration for the issuance and allotment of the Issued Shares to the Shareholder shall be the Exchanged Shares (the Parties have determined that the fair market value of the Issued Shares are equal to the Fair Market Value), and such consideration having been paid and delivered in full to the Corporation, the Issued Shares are hereby issued and allotted to the Shareholder as fully paid and non-assessable shares in the capital of the Corporation.
2.3 The Corporation shall take or cause to be taken all proper steps, actions and proceedings to enable the Corporation to vest good and marketable title to the Issued Shares in the Shareholder, free of all claims, liens, encumbrances, charges and security interests of any nature whatsoever (collectively referred to as “ Liens ”) and shall deliver to the Shareholder such transfers, assignments and consents as may be required to do so.
2.4 The Corporation agrees that, notwithstanding the Fair Market Value and in accordance with subsection 24(3) of the Business Corporations Act (Ontario), it will add an amount equal to the stated capital attributable to the Exchanged Shares to its stated capital in respect of the Issued Shares.

3. REPRESENTATIONS AND WARRANTIES

3.1 The Shareholder represents and warrants as follows and acknowledges that the Corporation is relying upon such representations and warranties in connection with the exchange of the Exchanged Shares for the Issued Shares as provided for under this Agreement:
(a) the Shareholder is the legal and beneficial owner of the Exchanged Shares with good and marketable title thereto, free and clear of any Liens and has the exclusive right and full power to sell, assign and transfer and deliver the Exchanged Shares to the Corporation free and clear of any Liens;
(b) no person, firm or corporation has any agreement, option or any rights capable of becoming an agreement or option for the acquisition from the Shareholder of any of the Exchanged Shares;
(c) the Shareholder is not, as at the Effective Date, a non-resident of Canada within the meaning of the Act;
(d) the Shareholder is not insolvent, has not committed an act of bankruptcy, proposed a compromise or arrangement to her creditors generally, had any petition for a receiving order in bankruptcy filed against her, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to have herself declared bankrupt, taken any

proceeding to have a receiver appointed over any part of her assets, had any encumbrancer take possession of any of her property, or had any execution or distress become enforceable or become levied upon any of her property; and

(e) no suits, actions or other legal proceedings of any sort are pending or are threatened which would restrain or otherwise prevent, in any manner, the Shareholder from effectually and legally transferring the Exchanged Shares to the Corporation free and clear of any and all Liens, nor are there any suits, actions or other legal proceedings, the effect of which would be to cause a Lien to attach to the Exchanged Shares, to divest title to the Exchanged Shares or make the Shareholder, the Corporation, or any of them liable for damages, pending or threatened, and the Shareholder has no knowledge of any claims which could give rise to such a suit, action or legal proceeding.
3.2 The Corporation hereby represents and warrants that:
(a) the Corporation is a subsisting corporation duly incorporated under the laws of the Province of Ontario; and
(b) the execution and delivery of this agreement by the Corporation and the exchange of the Exchanged Shares provided under this Agreement have been duly authorized by all necessary corporate action and corporate power and authority to enter into this agreement and to carry out the transaction of purchase and sale contemplated herein.

4. COVENANTS

4.1 The Corporation and the Shareholder covenant and agree that upon the execution of this agreement, the Shareholder and the Corporation will do or cause to be done the following:
(a) cause all necessary steps and proceedings to be taken to permit the exchange Exchanged Shares for the Issued Shares which shall be issued and allotted to the Shareholder as fully paid and non-assessable shares in the capital of the Corporation; and
(b) deliver certificates representing the Issued Shares (or notice of uncertificated shares if applicable) to the Shareholder and cause the said Issued Shares to be duly and regularly recorded in the name of the Shareholder.

5. GENERAL PROVISIONS

5.1 This Agreement shall, without further act or formality, operate as a transfer, assignment and delivery by the Shareholder to the Corporation of the Exchanged Shares as at the Effective Date.
5.2 The representations, covenants and warranties contained in this Agreement shall survive the closing of the transaction contemplated herein and, notwithstanding such closing, shall continue in full force and effect forever.
5.3 Time shall be of the essence of this Agreement and of every part hereof and no extension or variation of this agreement shall operate as a waiver of this provision.
5.4 The Parties shall sign such further and other papers and documents, cause such meetings to be held, votes case, resolutions passed, by-laws enacted and other acts and things done and performed as may be necessary and reasonably required in the circumstances to give full force and effect to the provisions and intent of this Agreement. To the extent registered title to some or all of the Exchanged Shares is not transferred to the Corporation contemporaneously for

execution and delivery of this Agreement, the Shareholder will hold the Exchanged Shares in trust for the Corporation until such transfer is effected.

5.5 This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada as applicable therein, save and exempt its conflicts of law provisions.
5.6 The invalidity or unenforceability of any provision of the Agreement shall not affect the validity of enforceability of any other provision hereof and any such invalid or unenforceable provision shall be deemed to be severable.
5.7 This Agreement shall be binding upon and shall enure to the benefit of the Parties and their respective personal legal representatives, heirs, administrators, successors and assigns, as the case may be.
5.8 Unless the context requires otherwise, words herein that import the singular shall include the plural, and vice versa, and words that import a gender include all other genders.
5.9 All sums of money referred to in this agreement are expressed in Canadian Dollars unless otherwise stated.
5.10 This Agreement, together with all Exhibits and Schedules hereto and all documents contemplated hereby, constitutes the entire agreement between the Parties pertaining to the subject matter hereof. There are no oral warranties, representations or other agreements between the Parties in connection with the subject matter hereof except as specifically set forth or referred to herein. No amendment, waiver or termination of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.
5.11 This Agreement may be executed and delivered by electronic means and/or in counterparts and any such counterparts or group of counterparts shall be deemed an original if it has been signed and delivered by all Parties.

[The Remainder of This Page is Intentionally Left Blank. Signatures Follow.]

IN WITNESS WHEREOF this Agreement has been duly executed by the Parties as of the date first hereinabove mentioned.

[x]

URBAN INFRASTRUCTURE GROUP INC.

Per: Name: Ungad Chadda Title: Chief Executive Officer

Appendix “B” Deal Pro’s audited financial statements for the year ended December 31, 2022 and unaudited financial statements for the three-month and nine-month periods ending September 30, 2023

DEAL PRO CAPITAL CORPORATION

(A Capital Pool Company)

INTERIM CONDENSED FINANCIAL STATEMENTS

PERIOD ENDED

SEPTEMBER 30, 2023

DEAL PRO CAPITAL CORPORATION (A CAPITAL POOL COMPANY)

INTERIM CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

	Page
Statement of Interim Financial Position	3
Statement of Interim Operating Loss and Comprehensive Loss	4
Statement of Interim Changes in Shareholders’ Equity	5
Statement of Interim Cash Flow	6
Notes to the Interim Condensed Financial Statements	7

DEAL PRO CAPITAL CORPORATION (A CAPITAL POOL COMPANY) STATEMENTS OF INTERIM FINANCIAL POSITION (All Amounts are in Canadian Dollars)

As at

Notes ASSETS CURRENT Cash 5 TOTAL ASSETS LIABILITIES CURRENT LIABILITIES Accounts payable and accrued liabilities SHAREHOLDERS’ EQUITY CAPITAL STOCK Issued and Outstanding – 8,207,001 Common shares 6 Warrants Contributed Surplus Accumulated Deficit TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	September 30, December 31, 2023 2022 $ $
	236,229 297,287
	236,229 297,287
	34,661 28,459
	405,188 405,188 13,222 13,222 47,901 47,901 (264,743) (197,483)
	203,568 268,828
	236,229 297,287

APPROVED ON BEHALF OF THE BOARD

(signed) "Harold Wolkin" Harold Wolkin Director

(signed) "Norman Levine" Norman Levine Director

See the accompanying notes to the interim condensed financial statements.

DEAL PRO CAPITAL CORPORATION (A CAPITAL POOL COMPANY) STATEMENTS OF INTERIM LOSS AND COMPREHENSIVE LOSS

(All Amounts are in Canadian Dollars - Unaudited)

	Three months ended Nine months ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 $ $ $ $	Three months ended Nine months ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 $ $ $ $
EXPENSES Regulatory and listing costs Professional fees NET LOSS AND COMPREHENSIVE LOSS FOR THE PERIOD NET LOSS PER SHARE – Basic and diluted WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING – Basic and diluted	189 2,669 11,477 31,816 18,697 55,783	12,625 41,808
	32,005 21,366 67,260	54,433
	$ 0.00 $ 0.00 $ 0.01	$ 0.01
	8,207,001 8,207,001 8,207,001	8,207,001

See the accompanying notes to the interim condensed financial statements.

DEAL PRO CAPITAL CORPORATION (A CAPITAL POOL COMPANY)

STATEMENTS OF INTERIM CHANGES IN SHAREHOLDERS’ EQUITY

(All Amounts are in Canadian Dollars - Unaudited)

	Numberof Common Shares Amountof Common Shares $ Warrants $ Contributed Surplus $ Accumulated Deficit $ Shareholders’ Equity $
Balance, December 31, 2021 Net loss for the period Balance, September 30, 2022 Net loss for the period Balance, December 31, 2022 Net loss for the period Balance, September 30, 2023	8,207,001 405,188 13,222 47,901 (112,568) 353,743 - - - - (54,433) (54,433)
	8,207,001 405,188 13,222 47,901 (167,001) 299,310 - - - - (30,482) (30,482)
	8,207,001 405,188 13,222 47,901 (197,483) 268,828 - - - - (67,260) (67,260)
	8,207,001 405,188 13,222 47,901 (264,743) 201,568

See the accompanying notes to the interim condensed financial statements.

DEAL PRO CAPITAL CORPORATION (A CAPITAL POOL COMPANY) STATEMENTS OF INTERIM CASH FLOW

(All Amounts are in Canadian Dollars - Unaudited)

OPERATING ACTIVITIES Net loss for the period Change in non-cash working capital: Increase in accounts payable and accrued liabilities Change in cash Opening cash Closing cash	Nine months ended September 30, 2023 September 30, 2022 $ $
	(67,260) (54,433) 6,202 (7,671)
	(61,058) (62,104)
	(61,058) (62,104) 297,287 370,736
	236,229 308,632

See the accompanying notes to the interim condensed financial statements.

DEAL PRO CAPITAL CORPORATION (A CAPITAL POOL COMPANY) NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS September 30, 2023

(All Amounts are in Canadian Dollars - Unaudited)

1. Nature of Organization

Description of the Business

Deal Pro Capital Corporation (the “Company”) was incorporated under the Business Corporations Act (Ontario) on June 11, 2021 (“Date of Incorporation”). The Company is classified as a Capital Pool Company as defined in Policy 2.4 of the TSX Venture Exchange (the “Exchange”). On October 22, 2021, the Company completed its Initial Public Offering and that it was now defined as a Capital Pool Corporation trading under the symbol DP CC.P. The principal business of the Company will be to identify and evaluate assets or businesses with a view to potentially acquire them or an interest therein. The purpose of such an acquisition is to satisfy the related conditions of a "Qualifying Transaction" (“QT”) under the Exchange rules.

The address of the Company’s registered office is Suite 3200, 40 Temperance St., Toronto, Ontario, M5H 0B4.

The interim condensed financial statements of the Company for the period ended September 30, 2023 were authorized for issuance in accordance with a resolution of the directors on October 24, 2023.

The Company has not commenced operations and has no assets other than cash. The Company’s continuing operations are dependent upon its ability to identify, evaluate and negotiate an acquisition, business, or an interest therein. Such an acquisition or business will be subject to the approval of the Exchange, and in the case of a nonarm's length transaction, of the majority of the Company's minority shareholders.

2. Basis of Presentation

Statement of Compliance

The Company applies International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board (“IASB”) and interpretations of the IFRS Interpretations Committee ("IFRIC"). These interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting. Accordingly, they do not include all of the information required for full annual financial statements required by IFRS as issued by the IASB. The same accounting policies and methods of computation are followed in these interim financial statements as compared with the most recent audited financial statements as at and for the period ended December 31, 2022. These interim condensed financial statements should be read in conjunction with the Company’s annual consolidated financial statements for the year ended December 31, 2022.

Basis of Measurement

These interim financial statements are stated in Canadian dollars and were prepared on a going concern basis, under the historical cost convention.

Functional and presentation currency

These interim financial statements are presented in Canadian dollars, which is the Company’s functional currency.

3. Summary of Significant Accounting Policies

Cash

Cash consists of deposits with maturities of three months or less. Cash subject to restrictions that prevent its use for current purposes is included in restricted cash.

Income Taxes

Income tax expense comprises current and deferred tax. Tax is recognized in the statement of comprehensive income except to the extent it relates to items recognized in other comprehensive income or directly in equity.

Current Income Tax

Current tax expense is based on the results for the period as adjusted for items that are not taxable or not deductible. Current tax is calculated using tax rates and laws that were enacted or substantively enacted at the end of the reporting period. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. Provisions are established where appropriate on the basis of amounts expected to be paid to the tax authorities.

DEAL PRO CAPITAL CORPORATION (A CAPITAL POOL COMPANY) NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS September 30, 2023

(All Amounts are in Canadian Dollars - Unaudited)

Deferred Tax

Deferred taxes are the taxes expected to be payable or recoverable on differences between the carrying amounts of assets in the statement of financial position and their corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences between the carrying amounts of assets and their corresponding tax bases. Deferred tax assets are recognized to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilized. Such assets and liabilities are not recognized if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets in a transaction that affects neither the taxable profit nor the accounting profit.

Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the final outcome of these tax-related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made.

Earnings (Loss) Per Share

The Company presents basic earnings (loss) per share for its common shares, calculated by dividing the earnings (loss) attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year. Diluted loss per share does not adjust the loss attributable to common shareholders on the weighted average number of common shares outstanding when the effect is anti-dilutive.

Financial instruments

The following table shows the classification of the Company’s financial instruments under IFRS 9:

Financial assets
Cash	Amortized cost
Financial liabilities
Trade payables and accrued liabilities	Amortized cost

The Company classifies its financial assets in one of the following categories: (1) at fair value through profit or loss (“FVTPL”), (2) at amortised cost or (3) at fair value through other comprehensive income (“FVTOCI”). The classification depends on the purpose for which the financial assets were acquired, the business model in which they are managed and their cash flow characteristics. Management determines the classification of its financial assets at initial recognition.

Financial assets and liabilities at FVTPL

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statements of profit or loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the statements of profit or loss in the period in which they arise.

Amortized cost

Financial assets and liabilities at amortized cost are initially recognized at fair value and subsequently carried at amortized cost less any impairment. They are classified as current or non-current based on their maturity date.

Financial assets at FVTOCI

Investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently, they are measured at fair value, with gains and losses arising from changes in fair value recognized in other comprehensive income. There is no subsequent reclassification of fair value gains and losses to profit or loss following the de-recognition of the investment.

Impairment of financial assets at amortized cost

DEAL PRO CAPITAL CORPORATION (A CAPITAL POOL COMPANY) NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS

September 30, 2023

(All Amounts are in Canadian Dollars - Unaudited)

the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company recognizes in the statements of profit or loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

Derecognition

Financial assets

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity.

Financial liabilities

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Company also derecognizes a financial liability when the terms of the liability are modified such that the terms and / or cash flows of the modified instrument are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

Gains and losses on derecognition are generally recognized in profit or loss.

Fair value hierarchy

The Company uses the following hierarchy for determining and disclosing the fair value of the financial instruments by valuation technique:

Level 1 – Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 – Applies to assets or liabilities for which there are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly such as quoted prices for similar assets or liabilities in active markets or indirectly such as quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions.

Level 3 – Applies to assets or liabilities for which there are unobservable market data.

The carrying value of cash, trade payables and accrued liabilities approximate their fair value because of the shortterm nature of these instruments or their ability of prompt liquidation.

Share-based Payments

Stock options issued by the Company are accounted for in accordance with the fair value-based method. The fair value of options issued to directors, officers, employees of and consultants to the Company is charged to operations on a straight-line basis over the vesting period of each tranche (graded vesting) with the offsetting amount recorded to contributed surplus. The historical forfeiture rate is also factored into the calculations. When options are exercised, the amount received, together with the amount previously recorded in contributed surplus are added to capital stock. The fair value of warrants issued to agents in conjunction with a public offering is charged to share issue costs with an offsetting amount recorded to contributed surplus. Fair value is measured using the Black-Scholes option pricing model.

Recent Accounting Pronouncements

Accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Company’s financial statements, except as follows:

IAS 1, Presentation of Financial Statements

On January 23, 2020, the IASB issued amendments to IAS 1 Presentation of Financial Statements to clarify the requirements for classifying liabilities as current or non-current. The amendments include specifying the conditions which exist at the end of the reporting period are those which will be used to determine if a right to defer settlement of a liability exists and expectations about events after the balance sheet date are not relevant. The amendments are

DEAL PRO CAPITAL CORPORATION (A CAPITAL POOL COMPANY) NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS September 30, 2023

(All Amounts are in Canadian Dollars - Unaudited)

effective for annual reporting periods beginning on or after January 1, 2024. The Company is in the process of evaluating the impact of the standard on its consolidated financial statements.

4. Summary of Accounting Estimates and Assumptions

The preparation of the financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and judgments are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual outcomes can differ from these estimates.

Significant judgements made in preparation of these financial statements include:

The Company uses the Black-Scholes option pricing model to determine the fair value of options in order to calculate share-based compensation expense and the fair value of agent options. The Black-Scholes model involves six key inputs to determine fair value of an option: risk-free interest rate, exercise price, market price at date of issue, expected dividend yield, expected life, and expected volatility. Certain of the inputs are estimates that involve considerable judgment and are or could be affected by significant factors that are out of the Company’s control. The Company is also required to estimate the future forfeiture rate of options based on historical information in its calculation of share-based compensation expense.

5. Cash

The Company has $236,229 (December 31, 2022 - $297,287) held in trust with its lawyers. As a Capital Pool Company, the proceeds raised from the issuance of common shares including the funds held in trust, may only be used to identify and evaluate assets or businesses for future investments, with the exception that not more than $3,000 per month may be used to cover administrative and general expenditures of the Company. These restrictions apply until completion of a Qualifying Transaction by the Company as defined under Policy 2.4 of the Exchange.

6. Capital Stock

Common Shares

The Company is authorized to issue an unlimited number of common shares and unlimited number of preferred shares (issuable in series) and to determine the designation, rights, privileges, restrictions and conditions attached to the shares of each series. The Company did not issue common shares or grant stock options in the year ended December 31, 2022.

On June 25, 2021, the directors and officers of the Company subscribed for 5,700,001 common shares at a price of $0.05 per common share for gross proceeds of $285,000.

All 5,700,001 issued and outstanding common shares of the Company, and all common shares acquired on exercise of stock options granted to directors and officers prior to the receipt of a Final Exchange Bulletin on completion of a Qualifying Transaction, will be held in escrow pursuant to the requirements of the Exchange. Shares will be released from escrow as follows:

25% on receipt of the Final Exchange Bulletin,
25% on the 6-month anniversary of the Final Exchange Bulletin,
25% on the 12-month anniversary of the Final Exchange Bulletin,
25% on the 18-month anniversary of the Final Exchange Bulletin,

On October 22, 2021, the Company completed its Initial Public Offering (“IPO”) of 2,507,000 common shares at $0.10 per share ($250,700). The Company paid a commission of 10% of gross proceeds to the Agent, and granted the Agent warrants to acquire 10% of the common shares issued in the offering exercisable for a period ending twentyfour months from the date the Company’s common shares are listed on the TSX Venture Exchange, exercisable at $0.10 per share. The Company also paid a corporate finance fee upon the closing of the offering and reimbursed the Agent for legal fees and other reasonable expenses incurred pursuant to the IPO. The Company incurred share issuance cash costs related to the IPO of $117,290 which was netted against share capital.

DEAL PRO CAPITAL CORPORATION (A CAPITAL POOL COMPANY) NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS September 30, 2023

(All Amounts are in Canadian Dollars - Unaudited)

The grant date fair value of the Agent warrants was estimated at $13,222 using the Black-Scholes option pricing model with the following assumptions: share price of $0.10; expected volatility of 100% based on the average volatility of comparable companies; risk-free interest rate of 1.45%; expected dividend yield of 0%; and an expected life of 2 years.

Stock Options

The Company has established a stock option plan for its directors, officers and consultants under which the Company may grant options from time to time to acquire a maximum of 10% of the issued and outstanding common shares. The exercise price of each option granted under the plan shall be determined by the Board of Directors.

Options may be granted for a maximum term of ten years from the date of the grant. They are non-transferable and expire within 90 days of termination of employment or holding office as director or officer of the Company and, in the case of death, expire one year thereafter.

Upon death, the options may be exercised by legal representation or designated beneficiaries of the holder of the option. Any shares issued upon exercise of the options prior to the Company entering into a QT will be subject to escrow restrictions. Unless otherwise stated, the options fully vest when granted.

On June 25, 2021, the Company granted 570,000 options to its officers and directors. The options were valued using the Black-Scholes model and the expense was charged to the statement of loss and comprehensive loss during the period ended December 31, 2021.

On October 22, 2021, the Company granted 250,700 options to its officers and directors. The options were issued with a strike price of $0.10 per share and were valued using the Black-Scholes model. The expense was charged to the statement of loss and comprehensive loss during the period ended December 31, 2021.

At September 30, 2023 and December 31, 2022, the following stock options were outstanding:

Number of	Exercise		Expected	Risk-Free	Expected	Expected
Options	Price	Expiry Date	Volatility(a)	Interest	Dividend	Life
				Rate	Yield
570,000	$0.05	June 25, 2031	100%	1.45%	0%	10 years
250,700	$0.10	October 22, 2031	100%	1.45%	0%	10 years

(a) Expected volatility is based on the average volatility of comparable companies

The following table reflects the continuity of stock options:

	September30,2023 December31,2022
	Number Weighted Average Exercise Price Number Weighted Average Exercise Price
Outstanding, beginning of period Granted Exercised	820,700 $ 0.07 820,700 $ 0.07 - - - - - - - -
Outstanding,end ofperiod	820,700 $0.07 820,700 $0.07
Numberexercisable, end ofperiod	- -

Until the Company completes a QT, the 820,700 stock options will not be exercisable.

DEAL PRO CAPITAL CORPORATION (A CAPITAL POOL COMPANY) NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS September 30, 2023

(All Amounts are in Canadian Dollars - Unaudited)

7. Capital Risk Management

The Company manages its capital stock as capital. The Company’s objectives when managing capital are to safeguard the Company’s ability to continue to operate and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new common shares, issue new debt, acquire or dispose of assets or adjust the amount of cash.

In order to facilitate the management of its capital requirements, the Company may prepare expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions.

In order to maximize ongoing efforts, the Company does not pay out dividends.

The Company expects its current capital resources will be sufficient to carry its operations. The Company is not subject to any externally or internally imposed capital requirements as at September 30, 2023, except those indicated in Note 5.

The Company’s capital under management as at September 30, 2023 is $405,188 (December 31, 2022 - $405,188).

8. Transactions with Related Parties

Related parties include the Board of Directors, close family members and enterprises which are controlled by these individuals as well as persons performing similar functions. During the period ended September 30, 2023 the Company did not record any compensation to directors and officers. During the year ended December 31, 2022, the Company did not record any compensation and did not grant any stock options to directors and officers.

DEAL PRO CAPITAL CORPORATION

(A Capital Pool Company)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2022 AND THE PERIOD FROM JUNE 11, 2021 (DATE OF INCORPORATION) TO DECEMBER 31, 2021

(IN CANADIAN DOLLARS)

DEAL PRO CAPITAL CORPORATION (A CAPITAL POOL COMPANY)

FINANCIAL STATEMENTS

DECEMBER 31, 2022

	Page
Report of Independent Auditors	1
Statements of Financial Position	4
Statements of Loss and Comprehensive Loss	5
Statements of Changes in Shareholders’ Equity	6
Statements of Cash Flow	7
Notes to the Financial Statements	8

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INDEPENDENT AUDITOR'S REPORT

To the Shareholders of Deal Pro Capital Corporation

Opinion

We have audited the financial statements of Deal Pro Capital Corporation (the "Corporation"), which comprise the statements of financial position as at December 31, 2022 and 2021 and the statements of loss and comprehensive loss, changes in shareholders' equity and cash flows for the year ended December 31, 2022 and the period from June 11, 2021 (date of incorporation) to December 31, 2021, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Corporation as at December 31, 2022 and 2021, and its financial performance and its cash flows for the year ended December 31, 2022 and the period from June 11, 2021 (date of incorporation) to December 31, 2021 in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Corporation in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2022. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined that there are no key audit matters to communicate in our auditor’s report.

Other Information

Management is responsible for the other information. The other information comprises the Management's Discussion and Analysis.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

We obtained the Management's Discussion and Analysis prior to the date of this auditor's report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

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Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Corporation's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Corporation or to cease operations, or has no realistic alternative but to do so.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Corporation's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Corporation to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor's report is Grand Lui.

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Chartered Professional Accountants Licensed Public Accountants March 31, 2023 Toronto, Ontario

DEAL PRO CAPITAL CORPORATION (A CAPITAL POOL COMPANY) STATEMENTS OF FINANCIAL POSITION

(All Amounts are in Canadian Dollars)

As at

Notes ASSETS CURRENT Cash 5 TOTAL ASSETS LIABILITIES CURRENT LIABILITIES Accounts payable and accrued liabilities SHAREHOLDERS’ EQUITY CAPITAL STOCK Issued and Outstanding – 8,207,001 Common shares 6 Warrants Contributed Surplus Accumulated Deficit TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	December 31, December 31, 2022 2021 $ $
	297,287 370,736
	297,287 370,736
	28,459 16,993
	405,188 405,188 13,222 13,222 47,901 47,901 (197,483) (112,568)
	268,828 353,743
	297,287 370,736

APPROVED ON BEHALF OF THE BOARD

(signed) "Harold Wolkin" Harold Wolkin Director

(signed) "Norman Levine" Norman Levine Director

See the accompanying notes to the financial statements

DEAL PRO CAPITAL CORPORATION (A CAPITAL POOL COMPANY) STATEMENTS OF LOSS AND COMPREHENSIVE LOSS (All Amounts are in Canadian Dollars)

For the

For the
EXPENSES Regulatory and listing costs Professional fees Share-based compensation NET LOSS AND COMPREHENSIVE LOSS FOR THE PERIOD NET LOSS PER SHARE – Basic and diluted WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING – Basic and diluted	Year Ended December 31, 2022 Period from June 11, 2021 to December 31, 2021 $ $
	$ 12,625 $ 20,532 72,290 44,135 - 47,901
	84,915 112,568
	$ 0.01 $ 0.02
	8,207,001 6,183,810

See the accompanying notes to the financial statements

DEAL PRO CAPITAL CORPORATION (A CAPITAL POOL COMPANY) STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(All Amounts are in Canadian Dollars)

For the Year Ended December 31, 2022 and the Period from June 11, 2021 (Date of Incorporation) to December 31, 2021

Balance, June 11, 2021 Share-based compensation Private placement for cash Issuance of common shares for cash Net loss for the period Balance, December 31, 2021 Balance, January 1, 2022 Net loss for the year Balance, December 31, 2022	Numberof Common Shares Amountof Common Shares Warrants Contributed Surplus Accumulated Deficit Shareholders’ Equity
	- $ - $ - $ - $ - $ - - - - 47,901 - 47,901 5,700,001 285,000 - - 285,000 2,507,000 120,188 13,222 - - 133,410 - - - - (112,568) (112,568)
	8,207,001 405,188 13,222 47,901 (112,568) 353,743
	8,207,001 405,188 13,222 47,901 (112,568) 353,743 - - - - (84,915) (84,915)
	8,207,001 $ 405,188 $ 13,222 $ 47,901 $ (197,483) $ 268,828

See the accompanying notes to the financial statements

DEAL PRO CAPITAL CORPORATION (A CAPITAL POOL COMPANY) STATEMENTS OF CASH FLOW

(All Amounts are in Canadian Dollars)

For the

For the
OPERATING ACTIVITIES Net loss for the year Items not affecting cash: Share-based compensation Change in non-cash working capital: Increase in accounts payable and accrued liabilities FINANCING ACTIVITIES Issuance of common shares Change in cash Opening cash Closing cash	Year Ended December 31, 2022 Period from June 11, 2021 to December 31, 2021 $ $
	$ (84,915) $ (112,568) - 47,901 11,466 16,993
	(73,449) (47,674)
	- 418,410
	(73,449) 370,736 370,736 -
	$297,287 $370,736

See the accompanying notes to the financial statements

DEAL PRO CAPITAL CORPORATION (A CAPITAL POOL COMPANY) NOTES TO THE FINANCIAL STATEMENTS December 31, 2022 (All Amounts are in Canadian Dollars)

1. Nature of Organization

Description of the Business

The address of the Company’s registered office is Suite 2100, 40 King Street West, Toronto, Ontario, M5H 3C2.

The financial statements of the Company were authorized for issuance in accordance with a resolution of the directors on March 31, 2023.

2. Basis of Presentation

3. Summary of Significant Accounting Policies

Cash

Cash consists of deposits with maturities of three months or less. Cash subject to restrictions that prevent its use for current purposes is included in restricted cash.

Income Taxes

Current Income Tax

Deferred Tax

DEAL PRO CAPITAL CORPORATION (A CAPITAL POOL COMPANY) NOTES TO THE FINANCIAL STATEMENTS December 31, 2022 (All Amounts are in Canadian Dollars)

period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the final outcome of these tax-related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made.

Earnings (Loss) Per Share

Financial instruments

The following table shows the classification of the Company’s financial instruments under IFRS 9:

Financial assets
Cash	Amortized cost
Financial liabilities
Trade payables and accrued liabilities	Amortized cost

Financial assets and liabilities at FVTPL

Amortized cost

Financial assets at FVTOCI

Impairment of financial assets at amortized cost

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company recognizes in the statements of profit or loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

DEAL PRO CAPITAL CORPORATION (A CAPITAL POOL COMPANY) NOTES TO THE FINANCIAL STATEMENTS December 31, 2022 (All Amounts are in Canadian Dollars)

Derecognition

Financial assets

Financial liabilities

Gains and losses on derecognition are generally recognized in profit or loss.

Fair value hierarchy

The Company uses the following hierarchy for determining and disclosing the fair value of the financial instruments by valuation technique:

Level 1 – Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 3 – Applies to assets or liabilities for which there are unobservable market data.

The carrying value of cash, trade payables and accrued liabilities approximate their fair value because of the shortterm nature of these instruments or their ability of prompt liquidation.

Share-based Payments

Stock options issued by the Company are accounted for in accordance with the fair value based method. The fair value of options issued to directors, officers, employees of and consultants to the Company is charged to operations on a straight-line basis over the vesting period of each tranche (graded vesting) with the offsetting amount recorded to contributed surplus. The historical forfeiture rate is also factored into the calculations. When options are exercised, the amount received, together with the amount previously recorded in contributed surplus are added to capital stock. The fair value of warrants issued to agents in conjunction with a public offering is charged to share issue costs with an offsetting amount recorded to contributed surplus. Fair value is measured using the Black-Scholes option pricing model.

Recent Accounting Pronouncements

IAS 1, Presentation of Financial Statements

DEAL PRO CAPITAL CORPORATION (A CAPITAL POOL COMPANY) NOTES TO THE FINANCIAL STATEMENTS December 31, 2022 (All Amounts are in Canadian Dollars)

4. Summary of Accounting Estimates and Assumptions

Significant judgements made in preparation of these financial statements include:

5. Cash

The Company has $297,287 (December 31, 2021 - $370,736) held in trust with its lawyers. As a Capital Pool Company, the proceeds raised from the issuance of common shares including the funds held in trust, may only be used to identify and evaluate assets or businesses for future investments, with the exception that not more than $3,000 per month may be used to cover administrative and general expenditures of the Company. These restrictions apply until completion of a Qualifying Transaction by the Company as defined under Policy 2.4 of the Exchange.

6. Capital Stock

Common Shares

On June 25, 2021, the directors and officers of the Company subscribed for 5,700,001 common shares at a price of $0.05 per common share for gross proceeds of $285,000.

25% on receipt of the Final Exchange Bulletin,
25% on the 6-month anniversary of the Final Exchange Bulletin,
25% on the 12-month anniversary of the Final Exchange Bulletin,
25% on the 18-month anniversary of the Final Exchange Bulletin,

DEAL PRO CAPITAL CORPORATION NOTES TO THE FINANCIAL STATEMENTS December 31, 2022 (All Amounts are in Canadian Dollars)

Stock Options

At December 31, 2022, the following stock options were outstanding:

Number of Options Exercise Price Expiry Date Expected Volatility(a) Risk-Free Interest Rate Expected Dividend Yield Expected Life 570,000 $0.05 June 25, 2031 100% 1.45% 0% 10 years 250,700 $0.10 October 22, 2031 100% 1.45% 0% 10 years )Expected volatility is based on the average volatility of comparable companies he following table reflects the continuity of stock options: December 31, 2022 December31,2021 Number Weighted Average Exercise Price Number Weighted Average Exercise Price Outstanding, beginning of period 820,700 $ 0.07 - $ - Granted - - 820,700 0.07 Exercised - - - - Outstanding,end ofyear 820,700 $0.07 820,700 $0.07 Number exercisable,end ofyear - -	Number of Options Exercise Price Expiry Date Expected Volatility(a) Risk-Free Interest Rate Expected Dividend Yield Expected Life	Number of Options Exercise Price Expiry Date Expected Volatility(a) Risk-Free Interest Rate Expected Dividend Yield Expected Life

	570,000 $0.05 June 25, 2031 100% 1.45% 0% 10 years
	250,700 $0.10 October 22, 2031 100% 1.45% 0% 10 years
December 31, 2022 Number Weighted Average Exercise Price
		Number
Outstanding, beginning of period 820,700 $ 0.07 Granted - - Exercised - -		- 820,700 -
Outstanding,end ofyear 820,700 $0.07		820,700
Number exercisable,end ofyear -		-

(a) Expected volatility is based on the average volatility of comparable companies

The following table reflects the continuity of stock options:

Until the Company completes a QT, the 820,700 stock options will not be exercisable.

DEAL PRO CAPITAL CORPORATION NOTES TO THE FINANCIAL STATEMENTS December 31, 2022 (All Amounts are in Canadian Dollars)

7. Capital Risk Management

In order to maximize ongoing efforts, the Company does not pay out dividends.

The Company expects its current capital resources will be sufficient to carry its operations. The Company is not subject to any externally or internally imposed capital requirements as at December 31, 2022, except those indicated in Note 5.

The Company’s capital under management as at December 31, 2022 and 2021 is $405,188.

8. Transactions with Related Parties

Related parties include the Board of Directors, close family members and enterprises which are controlled by these individuals as well as persons performing similar functions. During the year ended December 31, 2022, the Company did not record any compensation and did not grant any stock options to directors and officers. During the period ended December 31, 2021, 820,700 stock options were granted to directors and officers which were valued at $47,901 (Note 6). There was no further compensation to key management personnel in either period.

9. Income Taxes

(a) The items causing the Company’s effective income tax rate to differ from the combined Canadian federal and provincial statutory rate of 26.5%, for the years ended December 31, 2022 and 2021, are as follows:

Loss before income taxes Expected income tax recovery Adjustments to benefit resulting from: Share-based compensation Change in unrecognized deductible temporary differences Deferred income tax recovery	2022 2021 $ $
	84,915 112,568
	22,500 29,800 - (12,700) (22,500) (17,100)
	- -

(b) The Company does not have any tax benefits from non-capital loss carry-forwards to date.
(c) Unrecognized deferred tax assets

Deferred income tax assets have not been recognized in respect of the following deductible temporary differences:

Non-capital loss carry-forwards Total	2022 2021 $ $
	39,600 17,100
	39,600 17,100

Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the Company can use the benefits. The Company’s unused tax losses expire as follows:

DEAL PRO CAPITAL CORPORATION NOTES TO THE FINANCIAL STATEMENTS December 31, 2022 (All Amounts are in Canadian Dollars)

		Non-capital
		losses
	$
2041		17,100
2042		22,500
		39,600

Appendix “C”

Deal Pro’s Management Discussion & Analysis for the financial year ended December 31, 2022 and the three and nine-month periods ended September 30, 2023

DEAL PRO CAPITAL CORPORATION MANAGEMENT DISCUSSION & ANALYSIS

for the nine-month period ended September 30, 2023

The following management’s discussion and analysis (“MD&A”) should be read in conjunction with the Company’s financial statements and notes thereto for the period ended September 30, 2023 (the “financial statements”). This MD&A was prepared by management of Deal Pro Capital Corporation (the “Company”), and was approved by the Board of Directors on October 24, 2023. Additional information relating to the Company is available on SEDAR at www.sedar.com.

BASIS OF PRESENTATION

This MD&A and the interim condensed financial statements have been prepared in Canadian dollars, unless otherwise indicated, and in accordance with International Financial Reporting Standards (“IFRS”).

FORWARD-LOOKING INFORMATION

Certain statements contained in this document constitute “forward-looking information”. When used in this document, the words “may”, “would”, “could”, “will”, “intend”, “plan”, “propose”, “anticipate”, “believe”, used by any of the Company’s management, are intended to identify forward-looking information. Such statements reflect the Company’s forecasts, estimates and expectations, as they relate to the Company’s current views based on their experience and expertise with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements.

Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The Company does not intend, and does not assume any obligation, to update any such factors or to publicly announce the result of any revisions to any of the forwardlooking statements contained herein to reflect future results, events or developments unless required by law.

OVERALL PERFORMANCE

BUSINESS OF THE COMPANY

The Company was incorporated pursuant to the provisions of the Business Corporations Act (Ontario) on June 11, 2021. On June 11, 2021, the Company issued 1 common share at a price of $0.05 and on June 25, 2021, the directors and officers of the Company subscribed for 5,700,000 common shares at a price of $0.05 per common share for gross proceeds of $285,000.

On October 22, 2021, the Company issued a further 2,507,000 common shares at a price of $0.10 (the "Offering"), through its initial public offering, bringing the total number of issued and outstanding common shares of the Company from 5,700,001 to 8,207,001 common shares (see below). In addition, 250,700 agent’s warrants were issued, which entitle the holder to acquire one common share in the Company at a price of $0.10 for a period of two years from the date the Company’s shares were listed on the TSX Venture Exchange (the “Exchange”).

The Company issued 570,000 stock options on June 25, 2021. On October 22, 2021, the Company issued a further 250,700 stock options to directors of the Company. Each option is exercisable into one common share of the Company at a price of $0.10 any time prior to October 22, 2031, subject to the terms of the Stock Option Plan.

On October 27, 2021, the Company announced it had completed its Initial Public Offering and that it was now defined as a Capital Pool Corporation trading under the symbol DPCC.P. The

DEAL PRO CAPITAL CORPORATION MANAGEMENT DISCUSSION & ANALYSIS

for the nine-month period ended September 30, 2023

principal business of the Company is to identify and evaluate assets or businesses with a view to potentially acquire them or an interest therein. The purpose of such an acquisition is to satisfy the related conditions of a "Qualifying Transaction" under the Exchange rules. As a Capital Pool Corporation, the Company will incur expenses as it identifies and evaluates potential companies, assets or business for a Qualifying Transaction.

The address of the Company’s registered office is Suite 3200, 40 Temperance St., Toronto, Ontario, M5H 0B4.

SELECTED ANNUAL FINANCIAL HIGHLIGHTS

The financial results of the Company for the financial periods ended December 31, 2022 and 2021 are summarized as follows:

For the year ended December 31, 2022 and the period from June 11, 2021 to December 31, 2021 (in Canadian $ thousands except for per share amounts)	December 31, 2022	December 31, 2021
Total Revenue	$-	$-
Operating Expenses	84,915	112,568
Net Income (Loss)	(84,915)	(112,568)
Earnings (Loss) per Share-Basic	$ (0.01)	$ (0.02)
Earnings (Loss) per Share-Diluted	$ (0.01)	$ (0.02)
Weighted average shares outstanding	8,207,001	6,183,810

Total Assets	$297,287	$370,736
Total Short Term Liabilities	$ 28,459	$ 16,993
Shares outstanding–all shares	8,207,001	8,207,001
Shares outstanding–non-escrowed shares	8,207,001	2,507,000

5,700,001 common shares are held in escrow and will not be eligible for release prior to the receipt of a Final Exchange Bulletin on completion of a Qualifying Transaction.

SELECTED QUARTERLY FINANCIAL HIGHLIGHTS

The quarterly financial results of the Company for the quarterly periods from July 1, 2021 to September 30, 2023 are summarized as follows:

					Weighted
					Average
Three Months		Current	Net	Loss Per	Shares
Period Ended	Cash	Liabilities	Loss	Share	Outstanding*
September 30, 2023	$ 236,229	$ 34,661	$ (32,005)	(0.00)	8,207,001
June 30, 2023	248,980	15,407	(30,735)	(0.00)	8,207,001
March 31, 2023	295,598	31,290	(4,520)	(0.00)	8,207,001
December 31, 2022	297,287	28,459	(30,482)	(0.01)	8,207,001
September 30, 2022	308,632	9,322	(21,366)	(0.00)	8,207,001
June 30, 2022	333,373	12,697	(22,113)	(0.00)	8,207,001
March 31, 2022	363,455	20,666	(10,954)	(0.00)	8,207,001
December 31, 2021	370,736	16,993	(75,642)	(0.01)	7,628,463

* includes 5,700,001 escrowed shares

DEAL PRO CAPITAL CORPORATION MANAGEMENT DISCUSSION & ANALYSIS for the nine-month period ended September 30, 2023

DISCUSSION OF OPERATIONS

Three months ended September 30, 2023

During the three-month period ended September 30, 2023, the Company had a net loss of $32,005 mostly for professional fees related to potential transactions and general legal items, and public company related costs. The Company reviewed several business proposals in the September 2023 period and will continue to review proposals until an opportunity is found which is in line with the Company’s criteria (see Proposed Transaction section below).

During the three-month period ended September 30, 2022, the Company had a net loss of $21,366 related mostly to professional fees for legal and public disclosures costs, and to public company reporting costs. The Company reviewed several business proposals in the September 2022 period.

Nine months ended September 30, 2023

During the nine-month period ended September 30, 2023, the Company had a net loss of $67,260 mostly for professional fees related to potential transactions and general legal items.

During the nine-month period ended September 30, 2022, the Company had a net loss of $54,433 related mostly to public company reporting costs and professional fees related to public disclosures. Most of the fees related either to listing activities or capital raising activities.

DISCLOSURE OF OUTSTANDING SHARE DATA

At the date of this MD&A, at September 30, 2023, and at December 31, 2022, the Company had the following securities outstanding:

	October 24, 2023 September 30, 2023 December 31, 2022
Common shares issued and outstanding Stock options issued and outstanding Warrants issued and outstanding Fully diluted common shares issued and outstanding	8,207,001 8,207,001 8,207,001 820,700 820,700 820,700 250,700 250,700 250,700
	9,278,401 9,278,401 9,278,401

LIQUIDITY AND CAPITAL RESOURCES

As at September 30, 2023, the Company had cash of $236,229 (December 31, 2022 - $297,287) and net working capital of $201,568 (December 31, 2022 - $268,828). The Company had amounts payable of $34,661 at September 30, 2023 (December 31, 2022 - $28,459).

OFF-BALANCE SHEET ARRANGEMENTS

As at September 30, 2023, December 31, 2022, and up to the date of this MD&A, the Company had no off-balance sheet arrangements.

TRANSACTIONS BETWEEN RELATED PARTIES

During the period ended September 30, 2023, there were no related party transactions. During the year ended December 31, 2022, there were no related party transactions.

PROPOSED TRANSACTIONS

As at September 30, 2023, and up to the date of this MD&A, there were no proposed transactions of the Company, other than as disclosed herein.

DEAL PRO CAPITAL CORPORATION MANAGEMENT DISCUSSION & ANALYSIS

for the nine-month period ended September 30, 2023

CRITICAL ACCOUNTING ESTIMATES & CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION

As at September 30, 2023, the Company was operating as a “Capital Pool Company” with cash and limited other assets, until the completion of a Qualifying Transaction. Critical accounting estimates are explained in Note 4 of the financial statements.

Notes to the financial statements of the Company for the period ended September 30, 2023 are available on SEDAR at www.sedarplus.ca.

FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

The Company’s financial instruments consist of cash and cash equivalents, deferred financing costs, accounts payable and accrued liabilities. The fair value of these financial instruments approximates their carrying values, unless otherwise noted. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from financial instruments.

RISKS AND UNCERTAINTIES

On October 27, 2021, the Company announced it had completed its Initial Public Offering and that it was now a Capital Pool Corporation as that term is defined in Policy 2.4 of the Exchange. The Company trades under the symbol DPCC.P. The Company is actively working to identify assets or businesses in order to complete a Qualifying Transaction. During this time, the Company will have no source of recurring income.

A comprehensive discussion of risk factors can be found in the “Risk Factors” section of the Initial Public Offering Prospectus, dated August 27, 2021. The document can be accessed on www.sedarplus.ca.

Although management of the Company will be working to identify a Qualifying Transaction once the Company is listed, there is no assurance that a Qualifying Transaction will be entered into or be completed within the specified time, or at all. Nor can there be an assurance that the Company will be able to obtain additional financing in the future on terms acceptable to the Company or at all.

The Company is relying solely on the past business success of its directors and officers to identify a Qualifying Transaction of merit. The success of the Company is dependent upon the efforts and abilities of its management team. The loss of any member of the management team could have a material adverse effect upon the business and prospects of the Company. In such event, the Company will seek satisfactory replacements but there can be no guarantee that appropriate personnel may be found.

Completion of the Qualifying Transaction is subject to a number of conditions, including acceptance by the Exchange and in the case of a Non Arm's Length Qualifying Transaction, majority of minority approval.

On behalf of the Board of Directors,

Harold Wolkin Chief Executive Officer and Chief Financial Officer Toronto, Ontario October 24, 2023

DEAL PRO CAPITAL CORPORATION MANAGEMENT DISCUSSION & ANALYSIS for the period ended December 31, 2022

The following management’s discussion and analysis (“MD&A”) should be read in conjunction with the Company’s financial statements and notes thereto for the year ended December 31, 2022 (the “financial statements”). This MD&A was prepared by management of Deal Pro Capital Corporation (the “Company”), and was approved by the Board of Directors on March 31, 2023. Additional information relating to the Company is available on SEDAR at www.sedar.com.

BASIS OF PRESENTATION

This MD&A and the financial statements have been prepared in Canadian dollars, unless otherwise indicated, and in accordance with International Financial Reporting Standards (“IFRS”).

FORWARD-LOOKING INFORMATION

OVERALL PERFORMANCE

BUSINESS OF THE COMPANY

On October 22, 2021, the Company issued a further 2,507,000 common shares at a price of $0.10 (the "Offering"), through its initial public offering (the “Initial Public Offering”), bringing the total number of issued and outstanding common shares of the Company from 5,700,001 to 8,207,001 common shares (see below). In addition, 250,700 agent’s warrants were issued, which entitle the holder to acquire one common share in the Company at a price of $0.10 for a period of two years from the date the Company’s shares were listed on the TSX Venture Exchange (the “Exchange”).

LEGAL*58532037.2

DEAL PRO CAPITAL CORPORATION MANAGEMENT DISCUSSION & ANALYSIS for the period ended December 31, 2022

The principal business of the Company is to identify and evaluate assets or businesses with a view to potentially acquire them. The purpose of such an acquisition is to satisfy the related conditions of a "Qualifying Transaction" under the Exchange rules.

SELECTED ANNUAL FINANCIAL HIGHLIGHTS

The financial results of the Company for the financial periods ended December 31, 2022 and 20211 are summarized as follows:

For the year ended December 31, 2022 and the period from June 11, 2021 to December 31, 2021 (in Canadian $ thousands except for per share amounts)	December 31, 2022	December 31, 2021
Total Revenue	$-	$-
Operating Expenses	84,915	112,568
Net Income (Loss)	(84,915)	(112,568)
Earnings (Loss) per Share-Basic	$ (0.01)	$ (0.02)
Earnings (Loss) per Share-Diluted	$ (0.01)	$ (0.02)
Weighted average shares outstanding	8,207,001	6,183,810

Total Assets	$297,287	$370,736
Total Short Term Liabilities	$ 28,459	$ 16,993
Shares outstanding–all shares	8,207,001	8,207,001
Shares outstanding–non-escrowed shares	8,207,001	2,507,000

5,700,001 common shares are held in escrow and will not be eligible for release prior to the receipt of a Final Exchange Bulletin on completion of a Qualifying Transaction.

SELECTED QUARTERLY FINANCIAL HIGHLIGHTS

The quarterly financial results of the Company for the quarterly periods from June 11, 2021 to December 31, 2022 are summarized as follows:

					Weighted
					Average
Three Months		Current	Net	Loss Per	Shares
Period Ended	Cash	Liabilities	Loss	Share	Outstanding*
December 31, 2022	$ 297,287	$ 28,916	$ (8,349)	$(0.00)	8,207,001
September 30, 2022	308,632	9,322	(43,479)	(0.01)	8,207,001
June 30, 2022	333,373	12,697	(22,113)	(0.00)	8,207,001
March 31, 2022	363,455	20,666	(10,954)	(0.00)	8,207,001
December 31, 2021	370,736	16,993	(75,642)	(0.01)	7,628,463
September 30, 2021	277,231	59,423	(11,442)	(0.02)	5,700,001
June 30, 2021	285,000	21,951	(25,484)	(0.02)	1,500,001

* includes 5,700,001 escrowed shares

LEGAL*58532037.2

DEAL PRO CAPITAL CORPORATION MANAGEMENT DISCUSSION & ANALYSIS for the period ended December 31, 2022

DISCUSSION OF OPERATIONS

Three months ended December 31, 2022

During the three-month period ended December 31, 2022, the Company had a net loss of $8,349 mostly for professional fees related to public disclosures and general legal items. During the threemonth period ended December 31, 2021, the Company had a net loss of $75,642 related mostly to public company reporting costs and professional fees related to public disclosures, and due to a $22,417 non-cash cost related to the issue of stock options in the December 31, 2021 quarter. Most of the fees related either to listing activities or capital raising activities.

Year ended December 31, 2022

During the year ended December 31, 2022, the Company had a net loss of $84,915. Most of the expense related to public company reporting costs and professional fees related to general corporate activities.

During the period from June 11, 2021 to December 31, 2021, the Company had a net loss of $112,568. Most of the cash costs related to public company reporting costs and professional fees related to public disclosures and the Initial Public Offering. The $47,901 share-based compensation expense in the period related to the issuance of 570,000 stock options at a price of $0.05 per option and 250,700 stock options at a price of $0.10 per option.

On October 27, 2021, the Company announced it had completed its Initial Public Offering and that it was now defined as a Capital Pool Corporation trading under the symbol DPCC.P. The principal business of the Company will be to identify and evaluate assets or businesses with a view to potentially acquire them or an interest therein. The purpose of such an acquisition is to satisfy the related conditions of a "Qualifying Transaction" under the Exchange rules.

The address of the Company’s registered office is Suite 2100, 40 King Street West, Toronto, Ontario, M5H 3C2.

As a Capital Pool Corporation, the Company will incur expenses as it identifies and evaluates potential companies, assets or business for a Qualifying Transaction.

DISCLOSURE OF OUTSTANDING SHARE DATA

At the date of this MDA and at December 31, 2022 and 2021, the Company had the following securities outstanding:

	March 31, 2023 December 31, 2022 December 31, 2021
Common shares issued and outstanding Stock options issued and outstanding Warrants issued and outstanding Fully diluted common shares issued and outstanding	8,207,001 8,207,001 8,207,001 820,700 820,700 820,700 250,700 250,700 250,700
	9,278,401 9,278,401 9,278,401

LIQUIDITY AND CAPITAL RESOURCES

As at December 31, 2022, the Company had cash of $297,2876 (December 31, 2021 - $370,736) and net working capital of $268,828 (December 31, 2021 - $353,743). The Company had amounts payable of $28,459 at December 31, 2022 (December 31, 2021 - $16,993).

LEGAL*58532037.2

DEAL PRO CAPITAL CORPORATION MANAGEMENT DISCUSSION & ANALYSIS

for the period ended December 31, 2022

The Company issued 5,700,001 shares for proceeds of $285,000 in June 2021. In October 2021, the Company issued 2,507,000 common shares for gross proceeds to $250,700. Cash costs of this raise were $117,290 which were charged against share capital.

OFF-BALANCE SHEET ARRANGEMENTS

As at December 31, 2022, and up to the date of this MD&A, the Company had no off-balance sheet arrangements.

TRANSACTIONS BETWEEN RELATED PARTIES

During the year ended December 31, 2022, there were no related party transactions. During the period ended December 31, 2021, there were no related party transactions, except the subscriptions for common shares of the Company by directors and officers, and the issue of stock options on June 25, 2021 and October 22, 2021.

PROPOSED TRANSACTIONS

As at December 31, 2021, and up to the date of this MD&A, there were no proposed transactions of the Company, other than as disclosed herein.

CRITICAL ACCOUNTING ESTIMATES & CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION

As at December 31, 2022, the Company was in the application process to operate as a “Capital Pool Company” with cash and limited other assets, until the completion of a Qualifying Transaction. Critical accounting estimates are explained in Note 3 of the financial statements.

Notes to the financial statements of the Company for the period ended December 31, 2022 are available on SEDAR at www.sedar.com.

FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

RISKS AND UNCERTAINTIES

LEGAL*58532037.2

DEAL PRO CAPITAL CORPORATION MANAGEMENT DISCUSSION & ANALYSIS for the period ended December 31, 2022

On behalf of the Board of Directors,

Harold Wolkin Chief Executive Officer and Chief Financial Officer Toronto, Ontario March 31, 2023

LEGAL*58532037.2

Appendix “D” Urban’s audited financial statements for the years ended September 30, 2023 and 2022

Urban Utilities Contractors Inc.

Financial Statements

For the years ended September 30, 2023 and 2022

==> picture [533 x 72] intentionally omitted <==

INDEPENDENT AUDITORS’ REPORT

To the Shareholders of Urban Utilities Contractors Inc.

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of Urban Utilities Contractors Inc. (the “Company”), which comprise the statements of financial position as at September 30, 2023 and September 30, 2022 and the statements of income and comprehensive income, statements of changes in equity and statements of cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at September 30, 2023 and September 30, 2022, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards (IFRS).

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the current year. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined the matter described below to be the key audit matter to be communicated in our report.

Valuation of contract assets

We draw attention to Note 2, Note 3 and Note 7 of the financial statements related to Contract Assets. The Company recorded Contract Assets for the year ended September 30, 2023 of $185,826 and September 30, 2022 of $312,121. The Company recognizes Contract Assets when it has a right to consideration for the exchange of goods or services which have not been billed at the reporting date.

We identified the valuation of Contract Assets as a key audit matter since this matter represented an area of higher assessed risk of material misstatement given the level of estimation required in management’s estimate of the percentage of completion within each performance obligation applied to the contractual value of each component performance obligation. This in turn lead to a high degree of audit judgement, subjectivity, and effort in performing procedures to evaluate audit evidence relating to the estimates made by management in their estimate of the carrying amount of Contract Assets.

The primary procedures we performed to address this key audit matter included, but was not restricted to, the following:

Obtained an understanding of the key controls associated with the valuation of Contract Assets.
Assessed the inputs and estimates used in the valuation of Contract Assets.
Performed substantive testing over a sample of transactions by inspecting source documentation such as contracts and daily site reports to assess the total expected costs by performance obligation with respect to the contracts.
Evaluated the Company’s estimates used for the percentage of completion of total costs reduced by profit margin to arrive at the value of Contract Assets.

Information other than the Financial Statements and the Auditor’s Report thereon

Management is responsible for the other information. The other information comprises the information, other than the financial statements and our auditor’s report thereon, included in Management's Discussion and Analysis report.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained Management's Discussion and Analysis report prior to the date of this auditor’s report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor’s report. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control;
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern;
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the financial statements.

The engagement partner on the audit resulting in this independent auditor’s report is Junaid Hassam.

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Vancouver, British Columbia February 12, 2024

Buckley Dodds CPA Chartered Professional Accountants

Urban Utilities Contractors Inc. Statement of Financial Position

(All amounts are in CAD, unless otherwise stated)

		As at September 30, 2023	As at September 30, 2022
	Note	$	$
Assets
Current assets
Cash	4	951,197	-
Trade and other receivables	5	1,794,947	1,182,570
Holdback receivables	6	458,422	311,717
Prepaid expenses and other current assets		5,000	-
Contract assets	7	185,826	312,121
Total current assets		3,395,392	1,806,408
Non-current assets
Property, plant and equipment	8	326,282	181,951
Right-of-use assets	9	11,545	26,939
Total non-current assets		337,827	208,890
Total assets		3,733,219	2,015,298
Equity and Liabilities
Liabilities
Current liabilities
Bank overdraft	4	-	36,105
Trade and other payables	11	929,841	1,025,887
Borrowings	12	134,603	120,650
Lease liabilities	9	9,540	14,031
Other liabilities	13	105,929	186,588
Due to related party	18	-	121,451
Current tax liabilities	10	457,361	6,233
Total current liabilities		1,637,274	1,510,945
Non-current liabilities
Borrowings	12	270,435	278,190
Lease liabilities	9	-	9,540
Deferred tax liabilities	10	199,000	188,000
Total non-current liabilities		469,435	475,730
Total liabilities		2,106,709	1,986,675
Equity
Share capital	14	10	10
Accumulated earnings(Deficit)		1,626,500	28,613
Total equity (Deficiency)		1,626,510	28,623
Total equity and liabilities		3,733,219	2,015,298

DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS (Note 1) COMMITMENTS AND CONTINGENCIES (Note 21)

APPROVED ON BEHALF OF

THE BOARD OF DIRECTORS

“Gary Alves” (signed) Director

The accompanying notes form an integral part of these financial statements.

Urban Utilities Contractors Inc. Statement of Income and Comprehensive Income

(All amounts are in CAD, unless otherwise stated)

		Year ended	Year ended
		September 30, 2023	September 30, 2022
	Note	$	$
Revenue	15	12,276,877	7,648,330
Cost of services	16	(8,646,496)	(6,264,990)
Gross margin		3,630,381	1,383,340
Operating expenses
Depreciation	8	97,387	76,461
Equipment and other		223,683	163,144
General and administrative	17	176,314	102,769
Insurance		70,458	57,661
Licenses, due and subscription		9,080	17,678
Marketing and promotion		31,771	21,002
Professional fees		224,259	34,229
Remuneration and benefits	18	642,451	535,076
Repairs and maintenance		1,573	12,612
		1,476,976	1,020,632
Operating profit		2,153,405	362,708
Other income
Finance expenses		(43,442)	(29,872)
Other income/expense		5,894	7,433
Net income before tax		2,115,857	340,269
Income tax (expense) / benefit
Current tax	10	(456,970)	(6,009)
Deferred tax	10	(11,000)	(83,000)
Net income and comprehensive income		1,647,887	251,260
Earnings per share
Basic		$8,239	$1,256
Diluted		$8,239	$1,256
Weighted average number of common share outstanding
Basic		200	200
Diluted		200	200

The accompanying notes form an integral part of these financial statements.

Urban Utilities Contractors Inc. Statement of changes in equity

(All amounts are in CAD, unless otherwise stated)

		Accumulated
	Share capital	earnings (deficit)	Total equity
	$	$	$
At October 1, 2021	10	(222,647)	(222,637)
Net income for theyear		251,260	251,260
At September 30, 2022	10	28,613	28,623
At October 1, 2022	10	28,613	28,623
Net income for the year		1,647,887	1,647,887
Dividends		(50,000)	(50,000)
At September 30, 2023	10	1,626,500	1,626,510

The accompanying notes form an integral part of these financial statements

Urban Utilities Contractors Inc. Statement of Cash Flows

(All amounts are in CAD, unless otherwise stated)

	Year ended	Year ended
	September 30, 2023	September 30, 2022
	$	$
Net income for the year	1,647,887	251,260
Adjustments for: Depreciation and amortization	97,387	76,461
Bad debts	7,019	15,000
Net finance (income) / expense	1,031	1,845
Gain from disposition of assets	(6,265)	-
Tax expense	462,128	88,623
Cash flows from operating activities before working capital changes	2,209,187	433,189
Changes in:
Trade and other receivables	(619,396)	(184,807)
Holdback receivables	(146,705)	(10,555)
Prepaid expenses and other current assets	(5,000)	-
Contract assets	126,295	(147,092)
Trade and other payables	(96,046)	6,173
Due to related party	(121,451)	(50,937)
Other liabilities	(80,659)	40,281
	(942,962)	(346,937)
Net cash from / (used in) operating activities	1,266,225	86,252
Cash flows from / (used in) investing activities
Acquisition ofproperty,plant, and equipment	(254,171)	(19,298)
Net cash from / (used in) investing activities	(254,171)	(19,298)
Cash flows from / (used in) financing activities
Proceeds from borrowings	136,207	37,000
Repayment of borrowings	(95,897)	(86,778)
Payment of lease liabilities	(15,062)	(15,062)
Dividendspaid	(50,000)	-
Net cash from / (used in) financing activities	(24,752)	(64,840)
Net increase / (decrease) in cash and cash equivalents	987,302	2,114
Cash, beginning of year	(36,105)	(38,219)
Cash, end ofyear	951,197	(36,105)
Cash (paid) received for:
Interest	(43,442)	(29,872)
Taxes	-	-

The accompanying notes form an integral part of these financial statements

Urban Utilities Contractors Inc. Notes to the financial statements For the years ended September 30, 2023 and 2022 (All amounts are in CAD, unless otherwise stated)

1 Description of business and nature of operations

Urban Utilities Contractors Inc. ("Urban" or the “Company") is registered at 106 East Drive, 2[nd] floor, Brampton, Ontario, L6T 1C1 and was incorporated on September 30, 2015. The Company specializes in concrete and drain work for the residential housing sector and the construction of underground services and roadwork's for residential and industrial subdivisions. Urban is a leader in its field and has worked with and are currently working with some of the largest home builders in its domiciled country Canada.

2 Basis of preparation

a) Statement of compliance

The accompanying financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) and its interpretations as issued by the International Accounting Standards Board (IASB).

The financial statements were approved by the Company’s Board of Directors on February 12, 2024.

b) Basis of measurement

These financial statements have been prepared on a going concern basis, maintains its accounts on accrual basis, except for cash flow information, and the concept of historical cost is followed except for the following:

Financial instruments at fair value through profit or loss are measured at fair value.
Financial assets at fair value through other comprehensive income are measured at fair value
In relation to lease prepayments, the initial fair value of the security deposit is estimated as the present value of the refundable amount, discounted using the market interest rates for similar instruments. The difference between the initial fair value and the refundable amount of the deposit is recognized as a Right of Use Asset and present value of lease liability.

The valuation method used to measure financial instruments are further discussed in Note 19.

c) Functional and presentation currency

The functional currency and presentation currency of the Company is Canadian dollars. The Company does not have any transactions in currencies other than the functional currency.

d) Use of estimates and judgments

The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, the disclosures of contingent assets and contingent liabilities at the date of financial statements, and income and expenses during the period. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in future periods which are affected.

(i) Significant estimates

Allowance for credit losses

The Company must make an assessment of whether trade receivables and holdback receivables are collectible from customers. Accordingly, management establishes an allowance for estimated credit losses arising from non-payment, taking into consideration customer credit, current economic trends and past experience. If future collections differ from estimates, future earnings would be affected.

Useful lives or property, plant and equipment

The Company estimates the useful lives of property, plant and equipment by analyzing the internal life of the asset which takes into account actual and expected future usage, physical wear and tear, replacement history and assumptions about the evolution of technology. Changes in these factors may cause the estimated useful lives of these assets to change. When factors indicate that the assets’ useful lives are different from the prior assessment, the Company depreciates the remaining carrying value prospectively over the adjusted estimated useful lives. The Company reviews estimates of the useful lives of property, plant and equipment on an annual basis.

Urban Utilities Contractors Inc. Notes to the financial statements For the years ended September 30, 2023 and 2022 (All amounts are in CAD, unless otherwise stated)

2 Basis of preparation (continued)

d) Use of estimates and judgments (continued)

(i) Significant estimates (continued)

Leases

The Company estimates the lease term by considering the facts and circumstances that can create an economic incentive to exercise an extension option, or not exercise a termination option by assessing relevant factors such as profitability and operations. Extension option (or options after termination options) are only included in the lease term if the lease is reasonably certain to be included (or not terminated). The assessment of the lease term is reviewed if a significant event or significant change in circumstance occurs, which affects this assessment and that is within the control of the lessee. The Company estimates the incremental borrowing rate used, if the interest rate implicit in the lease is not readily determinable, to measure its lease liability for each lease contract. This includes estimation in determining the asset-specific security impact.

Valuation of contract assets

Contract assets consist of an estimate of the percentage of completion within each performance obligation applied to the contractual value of each component work stream reduced by the profit margin of each component to arrive at the value of the costs to date. On site evaluation as well as daily site reports containing details of raw material, labour, and other costs are used in the estimation process.

Current and deferred taxes

Estimations of current and deferred tax provisions and assets or obligations require assessments to be made based on the potential tax treatment of certain items that will only be resolved once finally agreed with the relevant tax authorities. Assumptions underlying the composition of deferred tax assets and liabilities include estimates of future financial performance and the timing of reversal of temporary differences as well as the tax rates and laws at the time of the expected reversal.

(ii)Significant judgments

Current and deferred taxes

Judgment is required in determining whether deferred tax assets are recognized on the statement of financial position and what tax rate is expected to be applied in the year when the related temporary differences reverse, particularly in regard to the utilization of tax losses carry forward. Deferred tax assets, including those arising from unutilized tax losses require management to assess the likelihood that the Company will generate taxable earnings in future periods in order to utilize recognized deferred tax assets.

Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable. The Company considers the terms of the contracts, the nature of the transaction, estimated time required on the project, and the specific circumstances of each arrangement. The Company recognizes revenue as it fulfills its performance obligations by transferring control of the promised services to the customer. Judgement involves determining when revenue recognition criteria have been met including when all performance obligation have been fulfilled.

Pensions

The company has a pension plan for employees, and Liuna 183 Union manages the annual required contribution. Liuna is responsible for investing the funded contribution to generate returns that adequately cover employees' retirement benefits. The Company is solely responsible for the pension contributions to be made and has assessed the pension plan as a defined contribution pension plan.

Urban Utilities Contractors Inc. Notes to the financial statements For the years ended September 30, 2023 and 2022 (All amounts are in CAD, unless otherwise stated)

3 Significant accounting policies

The accounting policies set out below have been applied consistently to all periods presented in these financial statements.

a) Financial instruments

(i) Financial Assets

Financial assets comprise of trade and other receivables and holdback receivables.

Initial recognition:

All financial assets are recognized initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset.

Subsequent measurement:

Financial assets measured at amortized cost:

Financial assets held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding are measured at amortized cost using effective interest rate (EIR) method. The EIR amortization is recognized as finance income in the Statement of Income.

Financial assets at fair value through other comprehensive income (FVTOCI):

Financial assets that are held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding are subsequently measured at FVTOCI. Fair value movements in financial assets at FVTOCI are recognized in other comprehensive income.

Financial assets at fair value through profit or loss (FVTPL):

Financial assets are measured at fair value through profit or loss if it does not meet the criteria for classification as measured at amortized cost or at fair value through other comprehensive income. All fair value changes are recognized in the Statement of Income.

Derecognition of financial assets:

Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire or the financial asset is transferred, and the transfer qualifies for derecognition. On derecognition of a financial asset in its entirety, the difference between the carrying amount (measured at the date of derecognition) and the consideration received (including any new asset obtained less any new liability assumed) shall be recognized in the Statement of Income.

Impairment of financial assets:

Trade receivables and other and holdback receivables are tested for impairment based on the expected credit losses for the respective financial asset. The carrying amount of these assets in the Statement of Financial Position is stated net of any allowance.

(i) Financial liabilities

Initial recognition:

Financial liabilities are initially recognized at fair value and any transaction cost that are attributable to the acquisition of the financial liabilities, except financial liabilities recognized at fair value through profit or loss which are initially measured at fair value.

Subsequent measurement:

The financial liabilities are classified for subsequent measurement into the following categories:

at amortized cost
at fair value through profit or loss

Amortized cost:

Amortized cost for financial liabilities represents amount at which financial liability is measured at initial recognition minus the principal repayments, plus or minus the cumulative amortization using the effective interest method of any difference between that initial amount and the maturity amount.

Financial liabilities at fair value through profit or loss

Financial liabilities held for trading are measured at FVTPL.

Derecognition of financial liabilities:

A financial liability shall be derecognized when, and only when, it is extinguished i.e. when the obligation specified in the contract is discharged or cancelled or expires.

(i) Offsetting of Financial Assets and Financial Liabilities

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Company has a legal right to offset the amounts and intends either to settle on a net basis or to realize the assets and settle the liability simultaneously.

(ii) Reclassification of financial assets

The Company determines classification of financial assets and liabilities on initial recognition. After initial recognition, no reclassification is made for financial assets which are categorized as equity instruments at FVTOCI and financial assets or liabilities that are specifically designated as FVTPL. For financial assets which are debt instruments, a reclassification is made only if there is a change in the business model for managing those assets. Changes to the business model are expected to be very infrequent. The management determines change in the business model as a result of external or internal changes which are significant to the Company's operations. A change in the business model occurs when the Company either begins or ceases to perform an activity that is significant to its operations. If the Company reclassifies financial assets, it applies the reclassification prospectively from the reclassification date which is the first day of the immediately next reporting period following the change in business model. The Company does not restate any previously recognized gains, losses (including impairment gains or losses) or interest.

Urban Utilities Contractors Inc. Notes to the financial statements For the years ended September 30, 2023 and 2022 (All amounts are in CAD, unless otherwise stated)

3 Significant accounting policies (continued)

a) Financial instruments (continued)

(i) Fair value

Financial assets and financial liabilities are measured at fair value using a valuation hierarchy for disclosure of fair value measurements. The determination of the applicable level within the hierarchy of a particular asset or liability depends on the inputs used in the valuation as of the measurement date, notably the extent to which the inputs are market-based (observable) or internally derived (unobservable). Observable inputs are in puts that market participants would use in pricing the asset or liability based on market data obtained from independent sources. Unobservable inputs are inputs that reflect the assumptions that market participants would use, and are based on the best information available in the circumstances.

The hierarchy is broken down into three levels based on the reliability of inputs as follows: Level 1 - unadjusted quoted prices in active markets for identical assets and liabilities.

Level 2 - inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 - unobservable inputs for the asset or liability.

The Company’s financial assets and liabilities are recorded and measured as follows:

Asset or Liability	Category
Cash and bank overdraft	FVTPL
Trade and other receivables	Amortized cost
Holdback receivables	Amortized cost
Trade and other payables	Amortized cost
Other liabilities	Amortized cost
Borrowings	Amortized cost
Lease liabilities	Amortized cost

b) Cash and cash equivalents and bank indebtedness

Cash and cash equivalents and bank indebtedness comprise of cash at banks and short-term money market instruments which are readily convertible into a known amount of cash.

c) Property, plant and equipment

Property, plant and equipment is stated at cost less accumulated depreciation and where applicable accumulated impairment losses. Cost of an item of property, plant and equipment comprises its purchase price, including import duties and non-refundable purchases taxes, after deducting trade discounts and rebates and includes expenditure directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials, direct labor and any other costs directly attributable to bringing the asset to a working condition for its intended use, and the costs of dismantling and removing the items and restoring the site on which they are located.

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. Amounts paid as advances towards the acquisition of property, plant and equipment are disclosed separately under other non-current assets as ‘capital advances’ and the cost of assets not put to use as on the balance sheet date are disclosed under ‘Capital work-in-progress’.

Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognized net within “other income / other expenses” in the Statement of income and comprehensive income.

(i) Subsequent costs

The cost of replacing part of an item of property, plant and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Company and its cost can be measured reliably. The carrying amount of the replaced part is de-recognized. The costs of the day-to-day servicing of property, plant and equipment are recognized in statement of income during the period in which it is incurred.

(ii) Depreciation

Depreciation is recognized in the Statement of income and comprehensive income on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment considering residual value to be zero. Depreciation on contract-specific assets is charged co-terminus over the contract period. Management’s estimated useful lives of its assets are as follows:

Asset Computers 50% declining balance basis Furniture and Fixtures 20% declining balance basis Equipment 20% declining balance basis Vehicles 30% declining balance basis

The depreciation method, useful lives and residual value are reviewed annually.

Urban Utilities Contractors Inc. Notes to the financial statements For the years ended September 30, 2023 and 2022 (All amounts are in CAD, unless otherwise stated)

3 Significant accounting policies (continued)

d) Leases

The Company as a lessee

The Company assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether: (1) the contract involves the use of an identified asset (2) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and (3) the Company has the right to direct the use of the asset.

At the date of commencement of the lease, the Company recognizes a right-of-use asset (“ROU”) and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and low value leases. For these short- term and low value leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease. Certain lease arrangements include the options to extend or terminate the lease before the end of the lease term. ROU assets and lease liabilities includes these options when it is reasonably certain that they will be exercised. The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. Right of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value- in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets.

The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates in the country of domicile of the leases. Lease liabilities are remeasured with a corresponding adjustment to the related right of use asset if the Company changes its assessment if whether it will exercise an extension or a termination option.

Lease liability and ROU asset have been separately presented in the Statement of Financial Position and lease payments have been classified as financing cash flows.

e) Revenue Recognition

The Company enters into contracts with customers to provide concrete and drain work construction services. The Company accounts for a contract when enforceable rights and obligations between the Company and its customer are present, the contract has commercial substance, the rights of the parties and payment terms are identified, collectability of consideration is probably, and both parties have approved the contract.

The Company contracts with customers include promises or arrangements to transfer multiple services to a customer. The Company assesses whether such arrangements in the contract have distinct services (performance obligation). A performance obligation is a promise in the contract to transfer distinct services to the customer. The Company’s contracts generally have multiple performance obligations, as the promise to transfer the services are separately identifiable from each other. An amendment made to an existing contract is accounted for in combination with the existing contract unless it adds services differing from services promised in the existing contract at stand alone selling prices.

The Company measures revenue, for the consideration to which the Company is expected to be entitled in exchange for transferring promised services. The Company identifies the various performance obligations of the contract and allocates the transaction price to these performance obligations. The Company recognizes revenue as it fulfills its performance obligations by transferring control of the promised services to the customer. Incurred inefficiency cost such as the unexpected cost of materials, labor hours expended or other resources consumed do not generate revenue as they do not contribute to the Company’s progress in satisfying the performance obligations.

Contract costs include direct costs such as materials, labour, and subcontract costs as well as indirect overhead costs that relate directly to satisfying the performance obligations under the contract. Costs related to the revenues recognized are expensed as incurred.

f) Contract assets and contract liabilities

Contract assets represent the Company’s right to consideration in exchange for goods or services that the Company has transferred to a customer when that right is conditioned by something other than the passage of time and not billed at the reporting date. Contract assets are transferred to trade receivables when the rights to the amount become unconditional. This usually occurs when the Company issues an invoice to the customer.

Contract liabilities represent the Company’s obligation to transfer goods or services to a customer for which the Company has received consideration in excess of revenue recognized under the contract.

g) Share capital

Common shares are classified as equity. Issuance costs directly attributable to the issue of the shares or share options are recognized as a deduction from equity, net of any tax effects.

Urban Utilities Contractors Inc. Notes to the financial statements For the years ended September 30, 2023 and 2022 (All amounts are in CAD, unless otherwise stated)

3 Significant accounting policies (continued)

h) Impairment of non-financial assets

The carrying amounts of the Company's non-financial assets and deferred tax assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”).

An impairment loss is recognized if the carrying amount of an asset or its cash-generating unit exceeds its estimated recoverable amount. Impairment losses are recognized in income or loss. Impairment losses recognized in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit or group of units on a pro rata basis.

Reversal of impairment loss

An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized directly in other comprehensive income and presented within equity.

i) Employee benefits

(i) Short-term employee benefits

Employee benefits such as salaries, wages and union dues falling due wholly within twelve months of rendering the service are classified as short-term employee benefits and are expensed in the period in which the employee renders the service.

(ii) Union Dues:

The Company pays a portion of salary as union dues (Union of employees is formed to protect the rights and interests of employees). Obligations for contributions to union dues are recognized as an employee benefit expense in income or loss in the periods during which the related services are rendered by employees.

(iii)Defined contribution pension plan

The Company maintains pension plans for its employees whereby the Company pays contributions based on a percentage of the employees’ monthly salaries. Obligations for contributions to pension plans are recognized as an employee benefit expense in the statement of income and comprehensive income as the services are provided. As the Company is not committed beyond these contributions, no additional provision related to these plans has been recorded. The Company participates in these mandatory general pension plans which are accounted for as defined contribution plans.

j) Government Grant

A government grant is recognized only when there is reasonable assurance that:

(a) the entity will comply with any conditions attached to the grant and
(b) the grant will be received.

The grant is recognized as income over the period necessary to match them with the related costs, for which they are intended to compensate, on a systematic basis. A grant receivable as compensation for costs already incurred or for immediate financial support, with no future related costs, should be recognized as income in the period in which it is receivable.

A forgivable loan from the government relating to a subsidy for wages is recognized as other income when there is reasonable assurance that the entity will meet the terms for forgiveness of the loan.

k) Finance expense

Finance expense comprises borrowing costs and bank charges that are recognized in the Statement of income and comprehensive income.

Urban Utilities Contractors Inc. Notes to the financial statements For the years ended September 30, 2023 and 2022 (All amounts are in CAD, unless otherwise stated)

3 Significant accounting policies (continued)

l) Income taxes

Income tax expense comprises current and deferred tax. Income tax expense is recognized in income or loss except to the extent that it relates to items recognized directly in equity or in other comprehensive income. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date. Significant judgments are involved in determining the provision for income taxes, including amount expected to be paid/recovered for uncertain tax positions.

Deferred tax is recognized using the balance sheet method, providing for temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences:

a. the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable income or loss. b. differences relating to investments in subsidiaries and associates to the extent that it is probable that they will not reverse in the foreseeable future.

c. arising due to taxable temporary differences on the initial recognition of goodwill, as the same is not deductible for tax purposes.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

A deferred tax asset is recognized to the extent that it is probable that future taxable income will be available against which the temporary difference can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Deferred taxation arising on investments in subsidiaries and associates is recognized except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred taxation on temporary differences arising out of undistributed earnings of the equity method accounted investee is recorded only when it is expected to be distributed in foreseeable future based on the management's intention.

m) Earnings per share

The Company presents basic and diluted earnings per share (EPS) data for its common shares. Basic EPS is calculated by dividing the income or loss attributable to common shareholders by the weighted average number of common shares outstanding during the period. Where common shares are issued but not fully paid, they are treated in the calculation of basic earnings per share as a fraction of a common share to the extent that they were entitled to participate in dividends during the period relative to a fully paid common share. Diluted EPS is determined by adjusting the income or loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all dilutive potential common shares, which includes share options granted to employees. To the extent that partly paid shares are not entitled to participate in dividends during the period they are treated as the equivalent of warrants or options in the calculation of diluted earnings per share.

n) Dividend distribution to equity shareholders

Dividend distributed to equity shareholders is recognized as distribution to owners of capital in the Statement of Changes in Equity, in the period in which it is paid.

o) Provisions, contingent liabilities and contingent assets

Provisions are recognized only when: (i) the Company has a present obligation (legal or constructive) as a result of a past event; and (ii) it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and (iii) a reliable estimate can be made of the amount of the obligation. Provision is measured using the cash flows estimated to settle the present obligation and when the effect of time value of money is material, the carrying amount of the provision is the present value of those cash flows. Reimbursement expected in respect of expenditure required to settle a provision is recognized only when it is virtually certain that the reimbursement will be received.

Contingent liability is disclosed in case of:

a. a present obligation arising from past events, when it is not probable that an outflow of resources will be required to settle the obligation; and

b. a present obligation arising from past events, when no reliable estimate is possible. Contingent assets are disclosed where an inflow of economic benefits is probable.

Provisions, contingent liabilities and contingent assets are reviewed at each reporting date. Where the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under such contract, the present obligation under the contract is recognized and measured as a provision.

p) Commitments

Commitments are future liabilities for contractual expenditure, classified and disclosed as follows:

a. estimated amount of contracts remaining to be executed on capital account and not provided for;
b. other non-cancellable commitments, if any, to the extent they are considered material and relevant in the opinion of management.

Urban Utilities Contractors Inc. Notes to the financial statements For the years ended September 30, 2023 and 2022 (All amounts are in CAD, unless otherwise stated)

3 Significant accounting policies (continued)

q) Recent accounting pronouncements

The standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Company’s financial statements are disclosed below. The Company intends to adopt these standards, if applicable, when they become effective.

Classification of liabilities as current or non-current: Amendments to IAS 1

·clarify that the classification of liabilities as current or non-current should be based on rights that are in existence at the end of the reporting date and align the wording in all affected paragraphs to refer to the "right" to defer settlement by at least twelve months and make explicit that only rights in place "at the end of the reporting period" should affect the classification of a liability;

·clarify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability; and make clear that settlement refers to the transfer to the counterparty of cash, equity instruments, other assets or services.

The amendments are effective for annual reporting periods beginning on or after January 1, 2023 and are to be applied retrospectively. Earlier application is permitted.

The amendment could affect the classification of liabilities, particularly for previously considered management’s intention to determine classification and for some liabilities that can be converted into equity. The Company classifies based on the contractual arrangement in place at the reporting date for the classification, thus, the Company does not expect the amendment to have an impact on its financial statements.

Definition of accounting estimate – Amendments to IAS 8

On February 12, 2021, the IASB issued amendments to IAS 8, in which it introduces a new definition of accounting estimate: clarify that they are monetary amounts in financial statements that are subject to measurement uncertainty. The amendments also clarify the distinction between changes in accounting estimates and changes in accounting policies and the correction of errors. Also, they clarify how entities use measurement techniques and inputs to develop accounting estimates. Distinguishing between accounting policies and accounting estimates is important because changes in accounting policies are generally applied retrospectively to past transactions and other past events as well as the current periods, while changes in accounting estimates are applied prospectively to future transactions and other future events. The amendments are effective for annual reporting periods beginning on or after January 1, 2023 and apply to changes in accounting policies and changes in accounting estimates that occur on or after the start that period. Earlier application is permitted as long as this fact is disclosed.

The Company does not expect the amendments to have an impact to its financial statements.

Disclosure of accounting policies – Amendments to IAS 1 and IFRS Practice Statement 2

On February 15, 2021, the IASB issued amendments to IAS 1 and IFRS Practice Statement 2 Making Materiality Judgements, in which it provides guidance and example to help entities apply materiality judgements to accounting policy disclosure. The amendments helps entities provide accounting policy disclosures that are more useful by replacing the requirement for entities to disclose their “significant” accounting policies with a requirement to disclose their “material” accounting policies and adding guidance on how entities apply the concept of materiality in making decisions about accounting policy disclosures. The amendments to IAS 1 are applicable for annual reporting periods beginning on or after January 1, 2023 with earlier application permitted. Since the amendment to the Practice Statement 2 provide non-mandatory guidance on the application of the definition of material to accounting policy information, an effective date for these amendments is not necessary.

The Company is currently assessing the impact of the amendments by re-visiting its accounting policy disclosures to ensure consistency with the amended standard.

Deferred tax related to assets and liabilities arising from a single transaction – Amendments to IAS 12

On May 7, 2021, the IASB issued the amendments to IAS 12 Income Taxes require companies to recognize deferred tax on transactions that, on initial recognition, give rise to equal amounts of taxable and deductible temporary differences. They will typically apply to transactions such as leases of lessees and decommissioning obligations and will require the recognition of additional deferred tax assets and liabilities.

The amendments should be applied to transactions that occur on or after the beginning of the earliest comparative period presented. In addition, entities should recognize deferred tax assets (to the extent that it is probable that they can be utilized) and deferred tax liabilities at the beginning of the earliest comparative period for all deductible and taxable temporary differences associated with right-of-use assets and lease liabilities, and decommissioning obligations and corresponding amounts recognized as part of the cost of the related assets. The cumulative effect of recognizing these adjustments is recognized in retained earnings, or other component of equity, as appropriate. The amendments are effective for annual reporting periods beginning on or after January 1, 2023. Early application of the amendments is permitted.

The Company have already accounted for such transactions consistent with the new requirements. The Company will not be affected by the amendments.

Urban Utilities Contractors Inc. Notes to the financial statements

For the years ended September 30, 2023 and 2022

(All amounts are in CAD, unless otherwise stated)

4 Cash and bank overdraft

Cash and bank overdraft
	September 30, 2023	September 30, 2022
	$	$
Non-restricted cash
Current
Cash and bank balances	951,197	-
Cash in the statement of financialposition	951,197	-
Bank overdrafts used for cash managementpurposes	-	(36,105)
Cash for the statement of cash flows	951,197	(36,105)

5 Trade and other receivables

	September 30, 2023	September 30, 2022
	$	$
Trade receivables, net	1,794,947	1,182,570
Other receivables	-	-
Credit loss allowance	-	-
Total	1,794,947	1,182,570

The Company maintains an allowance for doubtful receivables based on expected credit loss model. Trade receivables were subsequently realized and hence the credit loss allowance is $Nil for the years ended September 30, 2023 and 2022. The Company’s exposure to credit risk related to trade and other receivables, excluding contract assets is disclosed in Note 19. During the year ended September 30, 2023, the Company recorded bad debt expense of $7,019 (2022 - $15,000) in the statement of income and comprehensive income.

As of September 30, 2023, the Company has recorded accounts receivable in the amount of $1,794,947, of which $1,202,414 (inclusive of H.S.T.) is classified as overdue and there is also a holdback receivable of $205,796 overdue. The overdue balance primarily relates to amounts invoiced to a specific customer (referred to as "Customer ABC"). The Company has been actively engaging with Customer ABC to resolve the outstanding balance; however, a dispute has arisen regarding the nature and validity of certain charges.

The dispute with Customer ABC has led to the commencement of litigation in Ontario Court, with the Company filing a statement of claim against Customer ABC on July 27, 2023. The legal proceedings are currently in the early stages, and management is diligently pursuing a resolution. As part of the litigation, the Company has successfully registered liens against developer Customer ABC and Customer ABC has fully paid all amounts owed to the Company into the Court. The ultimate outcome of the litigation is uncertain, and the Company is unable to reasonably estimate the potential financial impact on the accounts receivable balance at this time. The Company continues to recognize the full amount of the overdue accounts receivable on the statement of financial position, as it believes the collection of the outstanding balance is probable and can be reliably measured. Management is actively monitoring the situation, and any necessary adjustments will be made as more information becomes available.

As of the date of these financial statements, no provision for a contingent liability has been recognized in the financial statements. No amount has been specified by Customer ABC in their defense materials that have been filed with the Court. Further developments in the litigation and additional information obtained during the resolution process will be assessed, and any required adjustments will be recorded in the period in which they become reasonably estimable.

6 Holdback receivables

	September 30, 2023	September 30, 2022
	$	$
Holdback receivables
Retention funds from contracts	458,422	311,717
Total	458,422	311,717

Holdback receivables represent a 10% retention of funds on ongoing contract billings with customers. The holdback receivables are released upon completion of the project, accompanied by a certification of completion to verify full discharge of obligations.

7 Contract assets

	30, 2023	September 30, 2022
	$	$
Unbilled receivables	185,826	312,121
Total	185,826	312,121

Contract assets represent any excess costs over progress billings. Upon the completion of delayed billings, contract assets will be replaced by accounts receivable in the Company's financial records. As at September 30, 2023, the Company recorded a credit loss allowance of $Nil (2022 - $Nil).

Urban Utilities Contractors Inc. Notes to the financial statements

For the years ended September 30, 2023 and 2022

(All amounts are in CAD, unless otherwise stated)

8 Property, plant and equipment

Property, plant and equipment
	Computers $	Equipment $	Vehicles $	Furniture and Fixtures $	Total $
Cost Balance as at October 1, 2021 Additions Disposals	1,636 1,889 -	106,894 6,545 -	251,807 - -	1,647 10,865 -	361,984 19,299 -
Balance as at September 30, 2022	3,525	113,439	251,807	12,512	381,283
Balance as at October 1, 2022 Additions Disposals	3,525 11,169 -	113,439 15,144 -	251,807 150,807 (88,021)	12,512 77,051 -	381,283 254,171 (88,021)
Balance as at September 30, 2023	14,694	128,583	314,593	89,563	547,433
Accumulated depreciation Balance as at October 1, 2021 Depreciation Disposals	450 1,172 - -	28,869 15,605 - -	108,780 42,908 - -	165 1,383 - -	138,264 61,068 - -
Balance as at September 30, 2022	1,622	44,474	151,688	1,548	199,332
Balance as at October 1, 2022 Depreciation Disposals	1,622 3,744 -	44,474 15,308 -	151,688 53,043 (60,174)	1,548 9,898 -	199,332 81,993 (60,174)
Balance as at September 30, 2023	5,366	59,782	144,557	11,446	221,151
Carrying amounts Balance as at October 1, 2021	1,186	78,025	143,027	1,482	223,720
Balance as at September 30, 2022	1,903	68,965	100,119	10,964	181,951
Balance as at September 30, 2023	9,328	68,801	170,036	78,117	326,282

Urban Utilities Contractors Inc. Notes to the financial statements For the years ended September 30, 2023 and 2022

(All amounts are in CAD, unless otherwise stated)

9 Leases

The Company leases mainly vehicles, equipment and real estate assets (such as office space).

Short‑term leases and leases of low‑value assets refer mainly to equipment (equipment used in construction) and real estate assets (office space) which are expensed in the statement of income and comprehensive income. Vehicles are capitalized as right of use asset under IFRS 16.

During the year ended September 30, 2023, the Company incurred finance cost (interest expense) on lease liabilities of $1,031 (2022 - $1,845).

The discount rate used to determine the right‑of‑use asset and the lease liability and leased asset is calculated based on the incremental borrowing rate at inception of the lease. The Company calculated the rate applicable to each lease contract on the basis of the lease duration.

Right of Use Assets

Following are the changes in the carrying value of right of use assets:

	Vehicles	Total
	$	$
Balance as at October 1, 2022	26,939	26,939
Additions and deletions	-	-
Depreciation	(15,394)	(15,394)
Balance as at September 30, 2023	11,545	11,545

Balance as at October 1, 2021	42,333	42,333
Additions and deletions	-	-
Depreciation	(15,394)	(15,394)
Balance as at September 30, 2022	26,939	26,939

Lease Liabilities

Following is the movement in lease liabilities:

	September 30, 2023	September 30, 2022
	$	$
Balance, beginning of year	23,571	36,788
Additions	-	-
Finance cost	1,031	1,845
Deletions	-	-
Payment of lease liabilities	(15,062)	(15,062)
Balance, end ofyear	9,540	23,571

	September 30, 2023 $	September 30, 2022 $
Current lease liabilities	9,540	14,031
Non-current lease liabilities	-	9,540
Total	9,540	23,571

The table below provides details regarding the contractual maturities of lease liabilities on an undiscounted basis:

	September 30, 2023 $	September 30, 2022 $
Less than one year	10,041	15,062
One to five years	-	10,041
More than fiveyears	-	-
Total	10,041	25,103

Urban Utilities Contractors Inc. Notes to the financial statements

For the years ended September 30, 2023 and 2022

(All amounts are in CAD, unless otherwise stated)

10 Income Taxes

A reconciliation of income taxes at statutory rates with the reported taxes is as follows:

	September 30, 2023 $	September 30, 2022 $
Earnings for the period before income taxes	2,115,857	340,269
Combinedincome tax rates	26.5%	26.5%
(Decrease) increase attributable to:
Expected income tax expense	561,000	90,000
Permanent difference	5,000	3,000
Change in statutory rates and other	(98,000)	(4,000)
	468,000	89,000
Deferred income tax expense	457,000	83,000
Provision for income taxes	11,000	6,000

The significant components of the Company’s deferred tax assets and liabilities are as follows:

	September 30, 2023	September 30, 2022
	$	$
Property, plant and equipment Contract asset	(30,000) (49,000)	(21,000) (83,000)
Holdback receivable Right of use asset Lease liability	(120,000) (3,000) 3,000	(83,000) (7,000) 6,000
Net deferred tax liabilities	(199,000)	(188,000)

The significant components of the Company’s temporary differences and unused tax losses are as follows:

	September 30, 2023	Expiry Date Range	September 30, 2022	Expiry Date Range
	$		$
Property, plant and equipment	112,000	No expiry	79,000	No expiry
Contract asset & holdback receivable	639,000	No expiry	624,000	No expiry
Right of use asset	12,000	No expiry	27,000	No expiry
Lease liability	10,000	No expiry	24,000	No expiry

Tax attributes are subject to review and potential adjustment by tax authorities.

11 Trade and other payables

Trade and other payables
	September 30, 2023	September 30, 2022
	$	$
Trade payables	506,527	657,350
Remuneration and benefits payable	55,891	104,460
Provincial sales tax payable	300,105	194,425
Accrued expenses	67,318	69,652
Total	929,841	1,025,887

Urban Utilities Contractors Inc. Notes to the financial statements For the years ended September 30, 2023 and 2022 (All amounts are in CAD, unless otherwise stated)

12 Borrowings

Borrowings
	September 30, 2023 $	September 30, 2022 $
a) Current
Borrowings from banks
-Term loan	90,160	90,160
-Vehicle loan	44,443	30,490
Total	134,603	120,650
b) Non-Current
Borrowings from banks
-Term loan	113,100	163,260
-Vehicle loan	157,335	114,930
Total	270,435	278,190

a) Current

As at September 30, 2023, the current portion of the borrowings consists of term loan that is obtained from the following banks:

BDC Bank - $50,160 (2022 - $50,160)
CEBA loan - $40,000 (2022 - $40,000)
As at September 30, 2023, the current portion of the borrowings consists of vehicle loan that is obtained from the following banks: 1. Scotia Bank - $11,097 (2022 - $11,286)
RBC Bank - $18,169 (2022 - $13,660)
TD Bank - $15,177 (2022 - $5,544)

b) Non-current

As at September 30, 2023, the non-current portion of the borrowings consists of term loans from the following banks: 1. BDC Bank - $113,100 (2022: $ 163,260)

As at September 30, 2023, the non-current portion of the borrowings consists of vehicle loan from the following banks: 1. Scotia Bank - $32,411 (2022 - $44,059)
1. RBC Bank - $60,867 (2022 - $44,302)
1. TD Bank - $64,057 (2022 - $26,569)

Canada Emergency Business Account loan (CEBA)

The government of Canada created as program called the Canada Emergency Business Account (CEBA) intended to support small businesses during COVID-19 outbreak by providing a loan to assist in covering expenses that could not be avoided or deferred. During the year ended September 31, 2021, the Company received $40,000. The loan is interest-free until January 18, 2024.

Repayment of the balance of the loan on or before January 18, 2024 will result in a loan forgiveness of 25% or $10,000. Starting January 19, 2024, the unpaid principal of the loan is repayable on a monthly basis, at an annual interest rate of 5% per annum up to December 31, 2025.

Urban Utilities Contractors Inc. Notes to the financial statements

For the years ended September 30, 2023 and 2022

(All amounts are in CAD, unless otherwise stated)

12 Borrowings (continued)

orrowings (continued)
Loan	Principal Amount $	September 30, 2023 $	September 30, 2022 $	Issuance date	Effective interest rate	Maturity date	Additional features
Term loan (BDC 1)	100,000	44,820	64,740	10-01-2021	4.55%	10-12-2025	Monthly payment - $ 1,660
Term loan (BDC 2)	182,000	118,440	148,680	15-09-2021	3.00%	15-08-2027	Monthly payment - $ 2,520
Term loan (CEBA Loan)	40,000	40,000	40,000	04-11-2020	5.00%	31-12-2025	25% of loan is forgiven if repaid on or before January 18, 2024. Interest rate at 5% shall accrue on unpaid principalbalance.
Vehicle loan 2174	62,439	53,198	-	01-05-2023	6.99%	31-05-2028	Monthly payment - $ 1,116
Vehicle loan 2187	63,620	60,188	-	09-02-2023	1.49%	20-01-2028	Biweekly payment - $ 532
Vehicle loan 2186	40,826	26,209	31,668	28-05-2021	5.69%	23-05-2027	Biweekly payment - $ 310
Vehicle loan 2184	50,957	-	37,892	29-03-2021	0.00%	22-03-2027	Biweekly payment - $ 327
Vehicle loan 2183	42,418	28,588	32,628	08-02-2021	5.99%	31-01-2028	Biweekly payment - $ 286
Vehicle loan 2182	28,254	16,296	18,939	23-06-2020	5.63%	20-06-2027	Biweekly payment - $ 188
Vehicle loan 2177	30,077	17,299	20,162	23-06-2020	5.64%	20-06-2027	Biweekly payment - $ 200
Vehicle loan 2171	49,499	-	4,131	23-06-2020	0.00%	20-06-2027	Biweekly payment - $ 266
		405,038	398,840

Urban Utilities Contractors Inc. Notes to the financial statements For the years ended September 30, 2023 and 2022

(All amounts are in CAD, unless otherwise stated)

13 Other liabilities

	September 30, 2023	September 30, 2022
	$	$
Union dues	61,721	106,879
Pension dues	44,208	79,709
Total	105,929	186,588

14 Share capital

	September 30, 2023	September 30, 2022
	$	$
Authorized:
200 common shares of $ 0.05 each	10	10
Issued, subscribed and fully paid:
200 common shares of $ 0.05 each	10	10

15 Revenues

	Year ended	Year end
	September 30, 2023	September 30, 2022
	$	$
Rendering of services	12,276,877	7,648,330
Total	12,276,877	7,648,330

a) Revenue concentration

For the year ended September 30, 2023, there were two customers that individually comprised more than 10% of revenues, and 80% in total. For the year ended September 30, 2022, there were two customers that individually comprised more than 10% of revenues and 69% in total.

b) Remaining performance obligations

The Company has applied the practical expedient provided in the standard and accordingly not disclosed the remaining performance obligations relating to contracts where the performance obligations are part of a contract that has an original expected duration of one year or less and has also not disclosed the remaining performance obligations related disclosures for contracts where the revenues recognized corresponds directly with the value to the customer of the entity's performance completed to date. The following table provides revenues expected to be recognized in the future related to performance obligations that are unsatisfied (or partially satisfied) at the reporting date:

	Year ended	Year ended
	September 30, 2023	September 30, 2022
To be recognized	$	$
Within one year	1,933,912	12,751,805
One to three years	-	-
Threeyears or more	-	-

Urban Utilities Contractors Inc. Notes to the financial statements

For the years ended September 30, 2023 and 2022

(All amounts are in CAD, unless otherwise stated)

16 Cost of sales

	Year ended	Year ended
	September 30, 2023	September 30, 2022
	$	$
Changes in work in progress	322,561	(147,092)
Raw materials and consumables	3,896,872	3,800,923
Direct labor	2,829,691	1,881,668
Sub-contractors	676,849	96,819
Union Dues	897,477	632,672
Equipment rental	23,046	-
Total	8,646,496	6,264,990

17 General and administrative expenses

	Year ended	Year ended
	September 30, 2023	September 30, 2022
	$	$
Bad debts	7,019	15,000
Meals and travel	66,246	37,547
Office and miscellaneous	90,010	40,629
Telephone	9,039	9,593
Total	176,314	102,769

18 Related party transactions

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director whether executive or otherwise. Key management personnel include the board of directors and other senior management executives. Related party transactions are in the ordinary course of operations and measure at the exchange amount, which is the amount of consideration established and agreed upon by the related parties. Amounts due to or from related parties are non-interest bearing and unsecured unless specified.

As at September 30, 2023 and 2022, the Company has the following due to related parties:

	September	30,	2023 $	September	30, 2022 $
Due to related party			-		121,451

During the years ended September 30, 2023 and 2022, the Company incurred the following key management compensation:

	Year ended	Year ended
	September 30, 2023	September 30, 2022
	$	$
Remuneration and benefits	333,940	279,766

Urban Utilities Contractors Inc. Notes to the financial statements For the years ended September 30, 2023 and 2022

(All amounts are in CAD, unless otherwise stated)

19 Financial instruments and risk management

Financial instruments by category

The carrying amounts and fair value of the financial instruments by each category as at September 30, 2023 and September 30, 2022 were as follows:

	Carrying value Fairvalue
	September 30, 2023 $ September 30, 2022 $ September 30, 2023 $ September 30, 2022 $
Financial assets Financial assets at amortized cost Trade receivables Holdback receivable	1,794,947 1,182,570 1,794,947 1,182,570 458,422 311,717 458,422 311,717
Total	2,253,369 1,494,287 2,253,369 1,494,287

	Carrying value Fairvalue
	September 30, 2023 $ September 30, 2022 $ September 30, 2023 $ September 30, 2022 $
Financial liabilities Financial liabilities at amortized cost Borrowings (Long term) Non-Current Lease Liabilities Bank overdraft Borrowings (Short term) Current Lease Liabilities Trade and other payables Due to related party Other Liabilities	270,435 278,190 270,435 278,190 - 9,540 - 9,540 - 36,105 - 36,105 134,603 120,650 134,603 120,650 9,540 14,031 9,540 14,031 929,841 1,025,887 929,841 1,025,887 - 121,451 - 121,451 105,929 186,588 105,929 186,588
Total	1,450,348 1,792,442 1,450,348 1,792,442

Financial risk management

The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Board of Directors has established a risk management policy to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management systems are reviewed periodically to reflect changes in market conditions and the Company’s activities.

Credit risk:

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s trade receivables, treasury operations and other activities that are in the nature of leases.

Trade receivables and holdback receivables

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. Management considers that the demographics of the Company’s customer base, including the default risk of the industry and country in which customers operate, has less of an influence on credit risk. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the credit worthiness of the customers to which the Company grants credit terms in the normal course of the business.

To measure expected credit losses, trade receivables and holdback receivables are grouped based on risk characteristics and due dates. At September 30, 2023, the Company recognized expected credit losses of $Nil (2022 - $Nil) (Note 5).

Liquidity risk:

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company's objective is to, at all times, maintain optimum levels of liquidity to meet it cash and collateral requirements. The Company closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate sources of financing including loans, debt, and overdraft from banks and shareholders at an optimized cost.

Urban Utilities Contractors Inc. Notes to the financial statements For the years ended September 30, 2023 and 2022

(All amounts are in CAD, unless otherwise stated)

19 Financial instruments and risk management (continued)

As at September 30, 2023, the Company had a working capital surplus of $1,758,118, including trade receivables of $1,794,947, and holdback receivables of $458,422, to settle current liabilities of $1,637,274.

		As at September 30, 2023	As at September 30, 2023
	Carrying amount $	Contractual cash flows $	0-12 months $	1-3 years $	3-5 years $	> 5 years $
Borrowings	405,038	468,892	163,665	211,924	93,303	-
Lease liabilities	9,540	10,041	10,041	-	-	-
Trade and other payables	929,841	929,841	929,841	-	-	-
Other liabilities	105,929	105,929	105,929	-	-	-
Total	1,450,348	1,514,703	1,209,476	211,924	93,303	-

		As at September	30, 2022
	Carrying amount $	Contractual cash flows $	0-12 months $	1-3 years $	3-5 years $	>5 years $
Borrowings	398,840	445,196	143,623	182,168	116,835	2,570
Lease liabilities	23,571	25,103	15,062	10,041	-	-
Bank indebtedness	36,105	36,105	36,105	-	-	-
Trade and other payables	1,025,887	1,025,887	1,025,887	-	-	-
Due to related party	121,451	121,451	121,451	-	-	-
Other liabilities	186,588	186,588	186,588	-	-	-
Total	1,792,442	1,840,330	1,528,716	192,209	116,835	2,570

Market risk:

Market risk is the risk of loss of future earnings or fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates and other market changes that affect market risk sensitive instruments. The Company is exposed to market risk primarily related to interest rate risk. Thus, the Company’s exposure to market risk is a function of investing and borrowing activities and revenue generating activities.

Interest Rate Risk:

Interest rate risk is the risk that an upward movement in interest rates would adversely affect the borrowing costs of the Company.

At the reporting date the interest rate profile of the Company’s interest –bearing financial instruments were as follows:

	September 30, 2023	September 30, 2022
	$	$
Fixed rate instruments
Financial liabilities
Borrowings	405,038	398,840
Variable rate instruments
Financial liabilities
Bank overdraft	-	36,105

Fair value sensitivity for fixed rate instruments

The Company does not account for any fixed rate financial assets and liabilities at fair value through profit or loss. Therefore, a change in interest rates at the reporting date would not affect income or loss.

20 Capital management

The Company's capital comprises equity share capital and other equity attributable to equity holders. The primary objective of Company's capital management is to maximize shareholder value.

The Company manages its capital and makes adjustment to it in light of the changes in economic and market conditions. The Company does so by adjusting dividends paid to shareholders. The total capital as at September 30, 2023 is $3,733,219 (2022 - $2,015,298). No changes were made in the objectives, policies or processes for managing capital of the Company during the current and previous year.

Urban Utilities Contractors Inc. Notes to the financial statements For the years ended September 30, 2023 and 2022

(All amounts are in CAD, unless otherwise stated)

21 Commitments and contingencies

The Company enters into agreements in the ordinary course of business with its customers and others. The Company may face claims alleging that the Company has not fulfilled its obligations in accordance with the stated terms of the contract. The Company evaluates and estimates potential losses from these potential claims based on the likelihood that the future event will occur. To date, the Company has not accrued any liabilities related to any potential claims.

22 Segment information

The Company operates a single reportable operating segment in one geographic area of operation in Canada and does not hold any international assets.

23 Events after reporting date

(i) Proposed Transaction

On November 1, 2023, the Company entered into an arm’s length Agreement in Principle with Deal Pro Capital Corp, (“DP”). DP is a Capital Pool Company (“CPC”) listed on the TSX Venture Exchange. Pursuant to the terms of the agreement, DP will purchase all of the issued and outstanding securities of Urban held by shareholders of Urban by way of a securities exchange for common shares of DP. It is expected that the resulting issuer will be renamed Urban Infrastructure Group Ltd. and its shares will be listed on the TSX Venture with it having completed a reverse takeover of DP. The resulting issuer will be controlled by the former controlling shareholders of the Company and will carry on the business of the Company in the concrete and drain industry segment. The proposed transaction also contemplates a concurrent financing, to be completed by way of a non-brokered private placement offering of units at an issue price of $0.15 per unit, raising minimum proceeds of $200,000 up to a maximum of $5,000,000.

Each unit will be comprised of one Common Share and one-half (½) of one (1) common share purchase warrant. Each whole warrant may be exercised to purchase one Common Share at a price of $0.25 per share for a period of 24 months following the closing of the proposed transaction.

(ii) Secured Loan

On January 15, 2024, DP advanced an aggregate of $75,000 to the Company by way of a secured loan. The loan shall has an annual interest rate of 0% and will mature and all principal and other amounts owing or outstanding under the loan will be due and payable on the earlier of: (i) the closing of the proposed transaction; (ii) December 31, 2024; (iii) the termination of the proposed transaction; and (iv) the occurrence of a default or event of default (or equivalent concept) as set out in the loan agreement.

$50,000 of the principal amount of the loan (plus all fees, expenses and other amounts payable pursuant to the loan and the loan agreement) is secured by way of the general security agreement and registration pursuant to the Personal Property Security Act (Ontario) against the Company with respect to the universality of all of its movable (personal) property, present and future, corporeal and incorporeal, of whatever nature or wherever situated.

(iii) Subdivision of Common Shares

On January 22, 2024, the Company filed articles of amendment subdividing the issued and existing common shares on the basis of one existing common share being subdivided into 500,000 post-subdivision common shares. As of the date hereof, there are an aggregate of 100,000,000 common shares issued and outstanding.

(iv) Creation of Class A and Class B shares

On February 7, 2024, the Company filed articles of amendments creating an unlimited number of Class A and Class B Shares.

The holders of the Class A Shares are entitled to dividends if, as and when declared by the board of directors, to receive notice of and one vote per Class A Share at meetings of shareholders and, upon liquidation, dissolution or winding up of the Company, to share rateably in such assets of the Company as are distributable to the holders of common, Class A and Class B shares.

The holders of Class B Shares are not entitled to receive any dividends nor are they entitled to or to receive notice at any meeting of shareholders of the Company (other than meetings of the holders of Class B Shares). Upon liquidation, dissolution or winding up of the Company, to share rateably in such assets of the Company as are distributable to the holders of common, Class A and Class B shares. The Class B Shares are non-transferable except as required pursuant to the proposed transaction.

(v) Business Combination Agreement

On February 8, 2024, the Company and DP entered into a definitive business combination agreement pursuant to which DP’s whollyowned subsidiary, 1000773456 Ontario Inc. (“Subco”), will amalgamate with the Company (the “Amalgamation”) to complete the proposed transaction.

Pursuant to the terms of the business combination agreement, at the effective time of the Amalgamation, the Company will amalgamate with Subco to form an amalgamated entity (“Amalco”), which will continue as a wholly-owned subsidiary of DP. In connection with the completion of the Amalgamation, each holder of Common Shares and Class A Shares, shall exchange tsuch securities for common shares in the capital of the DP on the basis of one (1) fully paid and non-assessable DP common share for every one (1) Common Share or one (1) Class A Share held, for a deemed price of $0.15 per share.

In addition, each holder of Class B Shares shall exchange their Class B Shares for class B Shares in the capital of Amalco (the “Amalco Class B Shares”) on the basis of one (1) fully paid and non-assessable Amalco Class B Share for every one (1) Urban Class B Share held, for a deemed price of $0.15 per Class B Share. Each holder of Amalco Class B Share will also enter into an agreement with DP whereby DP shall acquire all of the Amalco Class B Shares from the holders thereof, in exchange for DP common shares on the basis one (1) fully paid and non-assessable DP common share for every one (1) Amalco Class B Share held, for a deemed price of $0.15 per Amalco Class B Share.

Appendix “E”

Urban’s Management Discussion & Analysis for the financial years ended September 30, 2023 and 2022

Page | 89

Urban Utilities Contractors Inc. Management’s Discussion and Analysis For the years ended September 30, 2022 and 2023

This Management’s Discussion and Analysis (“MD&A”) for the year ended September 30, 2023 and the prior year, prepared as of February 12, 2024, should be read in conjunction with the audited financial statements for the years ended September 30, 2022 and 2023 respectively of Urban Utilities Contractors Inc. Ltd. (the “Company” or “Urban”).

The referenced audited financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and related IFRS Interpretations Committee (“IFRICs”) as issued by the International Accounting Standards Board (“IASB”). All amounts included in this MD&A are expressed in Canadian dollars unless otherwise indicated.

COMPANY OVERVIEW AND DESCRIPTION OF BUSINESS

Urban was incorporated pursuant to the provisions of the Ontario Business Corporations Act on September 30, 2015 under the name “Urban Utilities Contractors Inc.”

The head and registered office of Urban is located at 106 East Drive, 2[nd] Floor, Brampton, Ontario L6T 1C1.

Concrete and drain work for the residential housing sector.
Construction of underground services for residential subdivisions.

The services that Urban provides includes the installation of drainage systems and laying strong, seamless foundations for homes across and beyond the Greater Toronto Area. These services primarily involve the concrete and drain segment of new home construction which occurs during the earliest stage of the construction process. The concrete and drain sector is comprised of the following aspects:

(i) the installation and connection of the basement drain to the sewer line;
(ii) pouring of the basement floor;
(iii) pouring of the garage floor; and
(iv) pouring of the porch and stairs.

Urban has serviced areas with burgeoning communities, including:

Brampton	Caledon	Oshawa
Kitchener	Whitby	Pickering

COMPANY HIGHLIGHTS

Reverse takeover transaction with Deal Pro Capital Corp.

On November 1, 2023, The Company entered into a transaction agreement with Deal Pro Capital Corp. (“Deal Pro”) whereby Deal Pro agreed to acquire all of the shares of Urban in consideration for the issuance of 100,000,000 shares of Deal Pro at a deemed price of $0.15 per share resulting in a deemed value of $15,000,000 CAD. (the “Transaction”). Under the terms of the Transaction, Deal Pro and Urban will raise a minimum equity financing concurrent with closing of $200,000 CAD. The Transaction constitutes a Qualifying Transaction (“QT”) in accordance with the TSX Venture Exchange Policy 2.4 – Capital Pool Companies.

On completion of the Transaction, the shareholders of Urban will obtain control of the consolidated entity. Under the purchase method of accounting, Urban was identified as the acquirer, and accordingly the entity is considered to be a continuation of the Company with the net assets of Deal Pro at the date of the RTO deemed to be acquired by the Company.

SUMMARY OF ANNUAL RESULTS

The following table sets forth selected financial information from the Company’s audited financial statements for each of the two most recently completed year ends.


	YEARS ENDED
	Sept 30, 2023 $	Sept 30, 2022 $
Revenues	$12,276,877	$7,648,330
Net income	$1,674,887	$251,260
Net income per share (basic and diluted)	$8,374	$1,256

RESULTS OF OPERATIONS

Year ended September 30, 2023

The Company recorded net income of $1,674,887 ($8,374 per share) for the year ended September 30, 2023 as compared to net income of $251,260 ($1,256 per share) for the year ended September 30, 2022. The increase in net income is the result, in part, of increased sales driven by the underlying increase in the number of homes Urban completed in 2023 (777 units) versus 2022 (493 units). Additionally, the Supply - Demand dynamics improved greatly from 2022 to 2023 - in the Company’s favour. The result being Urban was able to submit more favourable bids on projects. Net income improvement was also bolstered by an ability to pass-through a number of input cost increases through to the customer. This was in contrast to the prior year (2022) where such passthroughs were not available. Other positive contributing factors included labour efficiencies and production optimization as a result of establishing a new labour crew based in southwestern Ontario which eliminated travel time and travel costs for contracts in the region and better overall operational coordination. Urban benefitted by having multiple geographic bases and being able to service sites that other concrete and drain competitors either could not service or could not do so with the efficiencies of Urban.

Revenues for the year ended September 30, 2023 were $12,276,877 as compared to revenue of $7,648,330 for the year ended September 30, 2022, which represents a 60% increase in revenues. The cost of sales for the year ended September 30, 2023, were $8,646,496 compared to $6,264,990 for the year ended September 30, 2022. The increase in revenues was a result of increased construction activity in Southern Ontario, coupled with a higher bid-to-win ratio on contracts that Urban applied for as well as significant repeat business from a number of customers. Additionally, the ramp up in Urban’s skilled workforce positioned the Company to win larger mandates than previous years.

The difference in operating expenses on a year over year basis is explained below:

– Depreciation $97,387 (2022 $76,461). Depreciation increased slightly in 2023 versus 2022 primarily due to new truck purchases and depreciation on leasehold improvements with respect to renovations at a new head office rental space in Brampton, Ontario.

– Equipment and Other $223,683 (2022 $163,144). Year over year increase is due to the increase in crew size along with the increase in houses completed driving the need for additional tools and equipment such as power trowels, power tools, hand tools, safety equipment.

– Salaries and benefits $642,451 (2022 $535,076). The increase reflects the addition of an additional office staff

person who was hired 4 months into the 2022 fiscal year and thus only 8 months of related salary and benefits is recorded in 2022 versus 12 months in 2023. Additionally, a long-time junior staff member moved from part time to full time in May of 2023. Finally, the Company’s founder and President had a salary increase from $150,000 per year to $185,000 per year in March of 2023.

Professional Fees $214,259 (2022 – $34,229). Professional fees increased in 2023 over 2022 as a result of Urban’s preparation to go public in 2024. Costs were incurred to execute an IFRS conversion of Urban’s accounting systems, internal controls and to prepare for and execute three years of audit reports on the Company’s financial statements. This process included Urban’s initial application to TSX Venture Exchange as well as increased management consulting expenses.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements.

PROPOSED TRANSACTIONS

Further to the QT referred to under Company Highlights above, the Company has entered into an agreement to reverse merge with a TSX Venture Exchange listed Capital Pool Company. The result of the Transaction will be the acquisition of a nominal amount of cash, a board member who will join the Company’s board and a listing on the TSX Venture Exchange for Urban. The listing will position Urban for its next stage of growth by enhancing its ability to access capital, conduct strategic acquisitions and better retain key personnel.

RELATED PARTY TRANSACTIONS

Related party transactions

The Company’s related parties consist of the Company’s directors and officers, and any companies associated with them. Key management includes directors and executive officers of the Company. Other than the amounts disclosed below, there was no other compensation paid or payable to key management for employee services for the reported periods.

As at September 30, 2023 and 2022, the Company has the following due to related parties:

	September 30,	September 30,
	2023	2022
Due to (from)related party	$--	$121,451

The decrease in the amount due to related parties is a result of the repayment during 2023 by the Company to the related party of a loan that was given to the Company in 2016.

During the years ended September 30, 2023 and 2022, the Company incurred the following key management compensation:

	Year ended		Year ended
	September 30,		September
	2023		30, 2022
Remunerationand benefits	$ 333,940	$	279,766

The increase in remuneration and benefits is a function of the salary increase referred to above for the President of the Company.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to continue operations. In the management of capital, the Company includes its components of shareholders’ equity. The Company operates with a positive working capital balance based on beneficial credit terms from its suppliers and 15 day payment terms on the majority of contracts with developers. This results in positive working capital including cash on hand and a bank operating line that has not been drawn on.

The Company maintains and adjusts its capital structure based on changes in economic conditions and the Company’s planned requirements. The Company may adjust its capital structure by issuing new equity, issuing new debt, or acquiring or disposing of assets, and controlling its expenses. The Company is not subject to externally imposed capital requirements. Additionally, the Company is capital expenditure light and requires pickup trucks and hand tools to deliver its products and services to customers.

The Company is not subject to any capital requirements imposed by a regulator, other than, when listed, the continued listing requirements of the TSX Venture Exchange.

As at September 30, 2023 the Company held cash of $951,197 (September 30, 2022 – ($36,105 overdraft) and had a working capital surplus of $1,758,118 (September 30, 2022 – Working capital surplus of $295,463).

During the year ended September 30, 2023, net cash provided by operating activities was $1,266,225 (2022 - $86,252). Net cash used in investing activities was $254,171 (2022 – cash used of $19,298). In 2023, the investing activities resulted in a cash outflow due to the cash required to be used on the acquisition trucks for several crew supervisors. A dividend of $50,000 was paid in 2023 which was part of a tax planning strategy for the founder and sole shareholder of the business, Mr. Gary Alves as the Company pursues the completion of its Transaction with Deal Pro as announced on November 1, 2023.

FINANCIAL INSTRUMENTS

Fair value of financial instruments

The Company classifies the fair value of its financial instruments according to a fair value hierarchy based on the significance of observable inputs used to value the instrument as follows:

Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 – Unobservable inputs for the asset or liability.

As at September 30, 2023 , the Company believes that the carrying values of cash, accounts receivable, shareholder loan, accounts payable, customer deposits, long-term debt, preferred share liabilities, and the liability portion of the exchangeable notes approximate their fair values because of their nature and/or relatively short maturity dates or durations.

Classification of financial instruments

The Company’s financial instruments consist of cash, accounts receivable, shareholder loan, due to/from related parties, and accounts payable and accrued liabilities, customer deposits, long-term debt, preferred share liabilities and the liability portion of the exchangeable notes. The Company classified its cash, accounts receivable, shareholder loan, and due from related parties as loans and receivables. The accounts payable and accrued liabilities, customer deposits, long-term debt, preferred share liabilities, and the liability portion of the exchangeable notes are classified as other financial liabilities, which are measured at amortized cost.

Financial and capital risk management

The Company’s financial instruments consist of cash, accounts receivable, shareholder loan, due to/from related parties, and accounts payable and accrued liabilities, customer deposits, long-term debt, and preferred share liabilities. The Company classified its cash, accounts receivable, shareholder loan, and due from related parties as loans and receivables. The accounts payable and accrued liabilities, customer deposits, long-term debt, and preferred share liabilities are classified as other financial liabilities, which are measured at amortized cost.

The Company thoroughly examines the various financial instruments and risks to which it is exposed and assesses

the impact and likelihood of those risks. These risks include interest rate risk, credit risk, and liquidity risk. Where material, these risks are reviewed and monitored by the Board of Directors.

RECENT ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE

On January 23, 2020, the IASB issued a narrow-scope amendment to IAS 1 to clarify that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. They: clarify that the classification of liabilities as current or non-current should be based on rights that are in existence at the end of the reporting date and align the wording in all affected paragraphs to refer to the “right” to defer settlement by at least twelve months and make explicit that only rights in place “at the end of the reporting period” should affect the classification of a liability; clarify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability; and make clear that settlement refers to the transfer to the counterparty of cash, equity instruments, other assets or services. The amendments are effective for annual reporting periods beginning on or after January 1, 2023 and are to be applied retrospectively. Earlier application is permitted.

Definition of accounting estimate – Amendments to IAS 8

On February 12, 2021, the IASB issued amendments to IAS 8, in which it introduces a new definition of accounting estimate: clarify that they are monetary amounts in financial statements that are subject to measurement uncertainty. The amendments also clarify the distinction between changes in accounting estimates and changes in accounting policies and the correction of errors. Also, they clarify how entities use measurement techniques and inputs to develop accounting estimates. Distinguishing between accounting policies and accounting estimates is important because changes in accounting policies are generally applied retrospectively to past transactions and other past events as well as the current periods, while changes in accounting estimates are applied prospectively to future transactions and other future events. The amendments are effective for annual reporting periods beginning on or after January 1, 2023, and apply to changes in accounting policies and changes in accounting estimates that occur on or after the start that period. Earlier application is permitted as long as this fact is disclosed.

The Company does not expect the amendments to have an impact to its financial statements.

Disclosure of accounting policies – Amendments to IAS 1 and IFRS Practice Statement 2

On February 15, 2021, the IASB issued amendments to IAS 1 and IFRS Practice Statement 2 Making Materiality Judgements, in which it provides guidance and example to help entities apply materiality judgements to accounting policy disclosure. The amendments help entities provide accounting policy disclosures that are more useful by replacing the requirement for entities to disclose their “significant” accounting policies with a requirement to disclose their “material” accounting policies and adding guidance on how entities apply the concept of materiality in making decisions about accounting policy disclosures. The amendments to IAS 1 are applicable for annual reporting periods beginning on or after January 1, 2023, with earlier application permitted. Since the amendment to the Practice Statement 2 provide non-mandatory guidance on the application of the definition of material to accounting policy information, an effective date for these amendments is not necessary.

The Company is currently assessing the impact of the amendments by re-visiting its accounting policy disclosures to ensure consistency with the amended standard.

Deferred tax related to assets and liabilities arising from a single transaction – Amendments to IAS 12

temporary differences. They will typically apply to transactions such as leases of lessees and decommissioning obligations and will require the recognition of additional deferred tax assets and liabilities.

The Company have already accounted for such transactions consistent with the new requirements. The Company will not be affected by the amendments.

The following new standard has been issued but not yet applied. The Company is currently evaluating the impact of this standard on its financial statements.

a) IFRS 9 – Financial Instruments

In July 2014, the IASB issued the final version of IFRS 9, Financial Instruments (“IFRS 9”) bringing together the classification and measurement, impairment and hedge accounting phases of the IASB’s project to replace IAS 39, Financial Instruments: Recognition and Measurement . IFRS 9 retains but simplifies the mixed measurement model and establishes two primary measurement categories for financial assets: amortized cost and fair value. IFRS 9 also amends some of the requirements of IFRS 7 Financial Instruments: Disclosures , including added disclosures about investments in equity instruments measured at fair value in other comprehensive income, and guidance on financial liabilities and the de-recognition of financial instruments. The mandatory effective date of IFRS 9 will be annual periods beginning on or after January 1, 2018, with early adoption permitted.

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements requires that the Company’s management make assumptions and estimates of effects of uncertain future events on the carrying amounts of the Company’s assets and liabilities at the end of the reporting period. Actual results may differ from those estimates as the estimation process is inherently uncertain. Actual future outcomes could differ from present estimates and assumptions, potentially having material future effects on the Company’s financial statements. Estimates are reviewed on an ongoing basis and are based on historical experience and other facts and circumstances. Revisions to estimates and the resulting effects on the carrying amounts of the Company’s assets and liabilities are accounted for prospectively.

The significant assumptions about the future and other major sources of estimation uncertainty as at the end of the reporting period that have a significant risk of resulting in a material adjustment to the carrying amounts of the Company’s assets and liabilities are as follows:

a) Use of estimates and judgments

(i) Significant estimates

Allowance for credit losses

The Company must make an assessment of whether trade receivables and holdback receivables are collectible from customers. Accordingly, management establishes an allowance for estimated credit losses arising from nonpayment, taking into consideration customer credit, current economic trends and past experience. If future collections differ from estimates, future earnings would be affected.

Useful lives or property, plant and equipment

Leases

Valuation of contract assets

Current and deferred taxes

(ii) Significant judgments

Current and deferred taxes

Revenue recognition

Pensions

The company has a defined benefit plan for employee pensions, and Liuna 183 Union manages the annual required contribution. Liuna is responsible for investing the funded contribution to generate returns that adequately cover employees' retirement benefits.

SECURITIES OUTSTANDING

As at February 12, 2024, the Company’s outstanding share information is as follows:

SECURITIES OUTSTANDING

As at February 12, 2024, the Company’s outstanding share information is as follows:


Security	Number
Issued and outstanding common shares	100,000,000
Total	100,000,000 (1)

Note:

On January 22, 2024, the Company filed articles of amendment subdividing the issued and existing common shares on the basis of one existing common share being subdivided into 500,000 post-subdivision common shares.

RISKS AND UNCERTAINTIES

The Company is currently subject to operational, financial, and regulatory risks.

The operational risks include the Company’s ability to provide concrete and drain services economically, the Company ability to market its products and services and maintain a demand for them, the Company’s ability to hire and retain skilled employees, and the Company’s ability to remain competitive in the industry. The Company continuously monitors and responds to changes in these operational risks.

Financial risks include interest rate environment, housing starts and the ability for the Company to generate enough cash from operations.

Regulatory risks include the possible delays in getting regulatory approval for the transactions that the Board of Directors believe to be in the best interest of the Company, and include increased fees for filings and the introduction of ever more complex reporting requirements.

FORWARD-LOOKING INFORMATION

The Company’s financial statements for the years ended September 30, 2023 and 2022, and this accompanying MD&A, contain statements that constitute “forward-looking statements” within the meaning of National Instrument 51-102, Continuous Disclosure Obligations of the Canadian Securities Administrators. It is important to note that, unless otherwise indicated, forward-looking statements in this MD&A describe the Company’s expectations up to the date of the MD&A.

Forward-looking statements often, but not always, are identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “expect”, “targeting” and “intend” and statements that an event or result “may”, “will”, “should”, “could”, or “might” occur or be achieved and other similar expressions. Forward-looking statements in this MD&A include statements regarding the Company’s future plans and expenditures, the satisfaction of rights and performance of obligations under agreements to which the Company is a part, the ability of the Company to hire and retain employees and consultants and estimated administrative assessment and other expenses. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause the actual results to differ include market prices, continued availability of capital and financing, inability to obtain required regulatory approvals and general market conditions. These statements are based on a number of assumptions, including assumptions regarding general market conditions, the timing and receipt of regulatory approvals, the ability of the Company and other relevant parties to satisfy regulatory requirements, the availability of financing for proposed transactions and programs on reasonable terms acceptable to the Company and the

ability of third-party service providers to deliver services in a timely manner. Some of these risks and uncertainties are identified under the heading “RISKS AND UNCERTAINTIES” as disclosed elsewhere in this MD&A. Additional information regarding these factors and other important factors that could cause results to differ materially may be referred to as part of particular forward-looking statements.

Forward-looking statements contained herein are made as of the date of this MD&A and the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise except as required by securities law. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

OUTLOOK

The Company’s business plan is focused on continued sales and profit growth within its current market, as well as the pursuit of a roll-up acquisition strategy to consolidate similar companies operating in the concrete and drain and Stage One construction industry in Ontario. Stage One residential infrastructure includes concrete and drain, low rise forming, water and sewer and other specialties is a multi-billion industry in Ontario that is very fragmented and characterized by numerous small and medium-sized owner-managed businesses.

Within its current operating model, the Company has established distinct and solid competitive advantages within the geographic areas it serves, including:

strong market recognition;
scalability and geographic mobility of operations;
operational practices and methods that are replicable and deliver the highest quality product; and
reliable, trustworthy and diversified services

Among its peers in the concrete and drain sector, the Company has become a benchmark for excellent operational and financial performance.

The market is highly fragmented and served by numerous small companies that are owner operated and managed. The owners of many of these companies will be seeking exits over the next several years. The Company’s acquisition program has been designed to provide an exit strategy for these owner managers and integrate target companies in a manner that increases the Company’s share of the concrete and drain and stage one infrastructure market through consolidation. Due to its ultra light capital asset requirements the Company’s core business line can traverse a large geographical span when delivering its concrete and drain services. Aggregate, pipe and concrete are delivered to the job site anywhere in Ontario where the Company’s skilled manpower forms the basements, garages, porches and porch steps.

To achieve its goals, the Company will be acting on the following strategic priorities:

expanding market share within the concrete and drain market in which the Company operates;
continuing to focus on operational efficiency and improved profitability; and
rapidly expanding top-line sales and core capabilities such as low-rise forming (basement walls), water-
sewer, aggregates, etc..
amassing and retaining skilled labour crews to support the Company’s growth trajectory

Tactically, these strategic priorities will be achieved by pursuing:

enhanced sales and relationship management
risk-adjusted acquisition terms and performance earn-out agreements with owner-managers whose businesses are acquired by the Company
enhanced labour retention programs including equity ownership opportunities

SUBSEQUENT EVENTS

Proposed Transaction

On November 1, 2023, the Company entered into an arm’s length Agreement in Principle with Deal Pro Capital Corp, (“DP”). DP is a Capital Pool Company listed on the TSX Venture Exchange. Pursuant to the terms of the agreement, DP will purchase all of the issued and outstanding securities of Urban held by shareholders of Urban by way of a securities exchange for common shares and Special Warrants of DP. It is expected that the resulting issuer will be renamed Urban Infrastructure Group Ltd and its shares will be listed on the TSX Venture it having complete a reverse takeover of DP. The resulting issuer will be controlled by the former controlling shareholders of the Company and will carry on the business of the Company in the concrete and drain industry segment.

Accounts Receivable

The Company continues to recognize the full amount of the overdue accounts receivable on the balance sheet, as it believes the collection of the outstanding balance is probable and can be reliably measured. Management is actively monitoring the situation, and any necessary adjustments will be made as more information becomes available.

The Company considers the potential loss arising from this dispute and litigation to be a contingent liability. As of the date of these financial statements, no provision for the contingent liability has been recognized in the financial statements. No amount has been specified by Customer ABC in their defense materials that have been filed with the Court. Further developments in the litigation and additional information obtained during the resolution process will be assessed, and any required adjustments will be recorded in the period in which they become reasonably estimable.

OTHER INFORMATION

Additional information relating to the Company can be found on SEDAR at www.sedar.com

Appendix “F” Unaudited pro forma financial statements of the Resulting Issuer

Urban Infrastructure Group Inc. (formerly Deal Pro Capital Corporation)

(Expressed in Canadian dollars)

	Deal Pro	Urban Utilities	Pro Forma							Pro Forma
	Corporation		Adjustments							Consolidated
	September 30, 2023	September 30, 2023	4a		4b	4c&d	4e		4f&g	September 30, 2023
Assets
Current assets
Cash and cash equivalents	$ 236,229	$ 951,197	$	-	$ 200,000	$ -		$ -	$(503,750)
					( 16,000)					$ 867,676
Accounts receivable	-	1,794,947		-	-	-		-	-	1,794,947
Holdback receivables	-	458,422		-	-	-		-	-	458,422
Prepaid expenses and sundry assets	-	5,000		-	-	-		-	-	5,000
Contract assets	-	185,826		-	-	-		-	-	185,826
	236,229	3,395,392		-	184,000	-		-	(503,750)	3,311,871
Non-current assets
Property, plant and equipment	-	326,282		-	-	-		-	-	326,282
Right -of-use assets	-	11,545		-	-	-		-	-	11,545
	$ 236,229	$3,733,219	$	-	$ 184,000	$ -		$ -	$(503,750)	$3,649,698

Urban Infrastructure Group Inc.

(formerly Deal Pro Capital Corporation)

(Expressed in Canadian dollars)

	Deal Pro	Urban Utilities	Pro Forma										Pro Forma
	Corporation		Adjustments										Consolidated
	September 30, 2023	September 30, 2023	4a		4b		4c&d		4e		4f&g		September 30, 2023
Liabilities
Current liabilities
Accounts payable and accrued liabilities	$ 34,661	$ 929,841	$ 300,000		$	-	$	-		-	$	-	$ 1,264,502
Borrowings	-	134,603		-		-		-		-		-	134,603
Lease liabilities	-	9,540		-		-		-		-		-	9,540
Other liabilities	-	105,929		-		-		-		-		-	105,929
Current tax liabilities	-	457,361		-		-		-		-		-	457,361
	34,661	1,637,274	300,000			-		-		-		-	1,971,935
Borrowings	-	270,435		-		-		-		-		-	270,435
Deferred tax liabilities	-	199,000		-		-		-		-		-	199,000
	34,661	2,106,709	300,000			-		-		-		-	2,441,370
Equity
Share capital(note 6)
Issued and outstanding common shares	405,188	10		-	200,000		(405,188)		593,280			-
					(42,000)
	-	-		-	(16,000)		1,231,050			-		(6)	1,966,334
Warrants	13,222	-		-	42,000		(13,222)		6,720			6	48,726
Contributed Surplus	47,901	-		-		-	(47,901)			-		-
	-	-		-		-		90,764		-		-	90,764
Accumulated deficit	(264,743)	1,626,500	(300,000)			-	264,743		(600,000)			-
	-	-		-		-	(1,120,246)			-	(503,750)		(897,496)
	201,568	1,626,510	(300,000)		184,000			-		-	(503,750)		1,208,328
	$ 236,229	$ 3,733,219	$	-	$ 184,000		$	-	$	-	$(503,750)		$ 3,649,698

Urban Infrastructure Group Inc. (Formerly Deal Pro Capital Corpora�on) Notes to Pro Forma Consolidated Balance Sheet As at September 30, 2023 (Unaudited)

1. Basis of Presenta�on

The unaudited pro forma consolidated balance sheet of Deal Pro Capital Corporation (the “Corporation” or “DP”) as at September 30, 2023, has been prepared on a basis consistent with the Corporation’s Audited Balance Sheet as at December 31, 2022, after giving effect to the merger between DP and Urban Infrastructure Group Inc. (“Urban”) as if it had occurred on September 30, 2023. The unaudited pro forma consolidated balance sheet has been prepared for inclusion in a filing statement dated February 14, 2024, in conjunction with the acquisition of 100% of the issued and outstanding share capital of Urban.

The unaudited consolidated pro forma consolidated balance sheet is derived from the unaudited balance sheet of DP as at September 30, 2023, and the audited balance sheet of Urban as at September 30, 2023, which are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

The unaudited pro-forma consolidated financial statements are presented in Canadian dollars, being the functional currency of DP and Urban. It is management’s opinion that the unaudited pro forma consolidated balance sheet includes all adjustments necessary for the fair presentation, in all material respects, of the unaudited pro forma consolidated balance sheet as if the transactions described in Note 3 had occurred as at September 30, 2023. The adjustments and assumptions required to reflect the transactions as at September 30, 2023 are described in Note 4. In preparing the unaudited pro forma consolidated balance sheet, no adjustments were made to reflect the operating synergies that may result from the merger. The pro forma information is based on estimates and assumptions set forth in the notes to such information. The pro forma information is being furnished solely for informational purposes and is not necessarily indicative of the combined results or financial position that might have been achieved for the date indicated, nor is it indicative of future results that may occur.

2. Significant Accounting Policies

The unaudited pro forma consolidated balance sheet has been compiled using the significant accounting policies as set out in the audited financial statements of DP as at December 31, 2022 and the Audited financial statements of Urban as at September 30, 2023. The significant accounting policies of Urban conform in all material respects to those of DP.

Urban Infrastructure Group Inc. (Formerly Deal Pro Capital Corpora�on) Notes to Pro Forma Consolidated Balance Sheet As at September 30, 2023 (Unaudited)

3. Proposed Transac�on

On November 1, 2023, DP entered into an arm’s length Agreement in Principle with Urban. Pursuant to the terms of the agreement, DP will purchase all of the issued and outstanding securities of Urban held by shareholders of Urban by way of a securities exchange for common shares and Special Warrants of DP. It is expected, based on the minimum required private placement financing, that 49,000,000 common shares and 51,000,000 Special Warrants of the Resulting Issuer will be issued to the common shareholders of Urban upon completion of the RTO.

It is expected that concurrently with the closing of the transaction, DP will complete a minimum private placement of at least 1,333,333 units resulting in gross proceeds of at least $200,000 CDN. Each unit will consist of one common share and one-half common share purchase warrant. Each whole warrant will entitle the holder to purchase one common share at a price of $0.25 CDN for a period of twenty-four (24) months following closing. Agents to the private placement will receive a marketing commission of 8% and 8% broker warrants exercisable at $0.15 per share for one common share for 24 months from the date of closing on private placement funds raised by them.

4. Pro Forma Adjustments

The Pro forma consolidated balance sheet includes the following pro forma adjustments:

DP does not meet the definition of a business nor does this transaction meet the definition of a business combination under IFRS 3. The acquisition of Urban by DP constitutes a reverse asset acquisition where purchase of DP’s net assets is considered an equity-settled share-based payment under IFRS 2 (share-based payment) by Urban. Accordingly, as a result of the transaction, the pro forma financial statements have been adjusted for the elimination of DP’s equity balances. Refer to Note 4(d) for pro forma RTO adjustment and calculation of listing expense. The pro forma adjustments and allocations of the estimated consideration transferred are based in part on estimates of the fair value of assets to be acquired and liabilities to be assumed. The final determination of the consideration transferred and the related allocation of the fair value of the Company’s net assets to be acquired pursuant to the proposed transaction will ultimately be determined after the closing of the Transaction.

a) To record the estimation of costs of $300,000 for transaction costs associated with the RTO transaction.
b) To record the new subscribed 1,333,333 units as part of the financing. At $0.15 per share, which results to amount of $200,000. Each unit comprised one common shares and one-half warrants for the total of 666,667 warrants. Each full warrant allows the holder of the warrant to acquire a common share at the exercise price of $0.25 per share for the period of 24 months. Each warrant is estimated to have the value of $0.063 per warrant, for the total value of $42,000. The calculation is determined using the Black-Scholes option pricing model with the following inputs: interest rate of 5%, dividend rate of 0%, volatility of 100%, and the term of two years. A total of $16,000, equals to 8% of total amount raised will be paid for financing fees.

Urban Infrastructure Group Inc. (Formerly Deal Pro Capital Corpora�on) Notes to Pro Forma Consolidated Balance Sheet As at September 30, 2023 (Unaudited)

4. Pro Forma Adjustments (continued)

c) A reduction in share capital of $405,188 to eliminate DP’s historical share capital. A reduction in Warrants of $13,222 to eliminate DP’s historical warrants A reduction in contributed surplus of $47,901 to eliminate DP’s historical contributed surplus. A reduction in accumulated deficit of $264,743 to eliminate DP’s historical deficit.
d) The preliminary purchase price allocation of estimated consideration transferred is subject to change and is summarized as follows taking into consideration the related party promissory note of $75,000 which DP advanced to Urban bringing the total intercompany debt to $75,000 which will be extinguished through consolidation upon the completion of the transaction and accrue no interest prior to the anticipated transaction:

Purchase Price
Consideration paid in shares for assets of DP(i)	$1,231,050
Considerationpaid in replacement options(ii)	90,764
	$1,321,814
Value of DP's assets acquired
Cash	$236,229
Accountspayable and accrued liabilities	(34,661)
	201,568
Listing expenses	1,120,246
	$1,321,814

(i) The consideration for the shares issued in the transaction amounts to $1,231,050, calculated based on 8,207,001 shares at $0.15 per share. The price of $0.15 is determined to be fair since there is no active market for the shares. As such the unit price from the subscription in this transaction is used as reasonable benchmark for the shares.
(ii) Replacement options for current option holders of DP are valued at $90,764. These options include: A total of 154,054 stock options issued to a single holder, each option allows the individual to purchase one common share at $0.05 until June 25, 2031. The same holder also holds 67,757 stock options with exercise price at $0.10 with expiry date of October 22, 2031. The estimated value of the $0.05 exercise price options is $0.14, calculated using the Black-Scholes option pricing model with inputs: interest rate of 3.27%, dividend rate of 0%, volatility of 100%, and a term of approximately 7 years and 6 months. The estimated value of the $0.10 exercise price options is $0.13, using the assumptions: interest rate of 3.27%, dividend rate of 0%, volatility of 100%, and a term of 7 years and 10 months.

Urban Infrastructure Group Inc. (Formerly Deal Pro Capital Corpora�on) Notes to Pro Forma Consolidated Balance Sheet As at September 30, 2023 (Unaudited)

4. Pro Forma Adjustments (continued)

A total of 415,946 stock options were issued to various holders, these options will entitle them to purchase one common share at a price of $0.05 for 12 months immediately after the closing date of the transaction. The estimated value of these options is $0.11. This is determined by using the Black-Scholes pricing model with the assumptions: interest rate of 4.47%, dividend rate of 0%, volatility of 100%, and a term of 12 months. The same holders also hold 182,943 stock options with exercise price of $0.10 and these options also expire in 12 months post the transaction closing. The estimated value per option is $0.08 based on the assumptions; interest rate of 4.47%, dividend rate of 0%, volatility of 100%, and expiry of 12 months.

e) To record the financing fee pertaining to the transaction. 4,000,000 shares and 106,667 warrants were issued to the directors and officers. Each warrant will allow the holder to acquire one common share at a price of $0.25 per share for a period of 24 months. These warrants were valued at $0.063 per warrant and the value is estimated based on the following inputs: Interest rate of 5%, Dividend rate of 0%, volatility of 100%, exercise price of $0.25, and the term of 24 months.
f) Cash payments in the amount of $503,750 is a dividend to Urban’s shareholder. This transaction results in a reduction in retained earnings for accounting purposes. For this proforma, the cash associated with the transaction has been paid.
g) For the RTO transaction, Urban’s common shares were converted from 100 to 100,000,000 shares. As part of the transaction, Urban exchanged its common shares for 49,000,000 common shares and 51,000,000 special warrants of the resulting issuer. Each one full special warrant is exercisable for one common share of the resulting issuer for zero consideration. Since these special warrants were part of the original Urban common shares, its cost is equivalent to 59% of the original cost of Urban’s shares, which is about $6.

Urban Infrastructure Group Inc. (Formerly Deal Pro Capital Corpora�on) Notes to Pro Forma Consolidated Balance Sheet As at September 30, 2023 (Unaudited)

4. Pro Forma Adjustments (continued)

h) As a result of the Transaction, the share capital in the Pro forma consolidated statement of financial position is comprised of the following:

Authorized

Unlimited common shares, without pa ~~r~~ value

Issued

Issued
		Number of	Share Capital
	Note	Shares	$
DP's common shares issued and outstanding - September 30, 2023		8,207,001	405,188
Reverse takeover adjustment - DP's common shares	4(c)	-	(405,188)
Common shares issued to Urban shareholders	3	49,000,000	4
Consideration transferred to shareholders of DP	4(d)	-	1,231,050
Common shares issued for concurrent financing	4(b)	1,333,333	200,000
Cost of issuance	4(b)	-	(16,000)
Value of warrants issued to agents and investors on concurrent financing	4(b)(e)	-	(48,720)
Common shares issued to agent	4(e)	4,000,000	600,000
		62,540,334	1,966,334

Warrants
Warrants issued to investor on concurrent financing	4(b)	666,667	42,000
Warrants issued to broker on concurrent financing	4(e)	106,667	6,720
Resulting issuer special warrant issued to the holders of the Urban’s
Special Warrants	3	51,000,000	6
		51,773,334	48,726
Options
Options grant to various parties with Exercise price of $0.05	4(d)	570,000	67,321
Options grant to various parties with exercise price of $0.10	4(d)	250,700	23,443
		820,700	90,764

Appendix “G” Deal Pro 2023 Equity Incentive Plan

DEAL PRO CAPITAL CORPORATION

(the “ Company ”)

2023 EQUITY INCENTIVE PLAN

SECTION 1 ESTABLISHMENT AND PURPOSE OF THIS PLAN

The purpose of this equity incentive plan (the “ Plan ”) is to promote the long ‐ term success of the Company and the creation of shareholder value by: (i) encouraging the attraction and retention of ‐ Eligible Persons; (ii) encouraging such Eligible Persons to focus on critical long term objectives; and (iii) promoting greater alignment of the interests of such Eligible Persons with the interests of the Company.

SECTION 2 DEFINITIONS

2.1 Definitions

As used in this Plan, the following terms shall have the meanings set forth below:

(a) “ Award ” means any award of Options, RSUs, PSUs or DSUs granted under this Plan;
(b) “ Award Agreement ” means any written agreement, contract, or other instrument or document, including an electronic communication, as may from time to time be designated by the Company as evidencing any Award granted under this Plan;
(c) “Blackout Period” means a period of time during which the Company prohibits Participants from exercising, redeeming or settling an Award due to the existence of undisclosed material information and pursuant to a formal notice provided by the Company under a trading policy, which Blackout Period must expire promptly following general disclosure of the material information;
(d) “ Board ” means the board of directors of the Company or, if the context permits, any of its Subsidiaries, as applicable;
(e) “ Change of Control ” means the acquisition by any person or by any person and a joint actor, whether directly or indirectly, of voting securities (as such terms are interpreted in the Securities Act ) of the Company, which, when added to all other voting securities of the Company at the time held by such person or by such person and a person “acting jointly or ‐
in concert” with another person, as that phrase is interpreted in National Instrument 62 103, totals for the first time not less than fifty (50%) percent of the outstanding voting securities of the Company or the votes attached to those securities are sufficient, if exercised, to elect a majority of the Board;
(f) “ Company ” means Deal Pro Capital Corporation, a company incorporated under the Business Corporations Act (British Columbia), and any of its successors or assigns;
(g) “ Consultant ” means a Person (other than a Director, Officer or Employee) that:
(i) is engaged to provide, on an ongoing bona fide basis, consulting, technical, management or other services to the Company or any Subsidiary of the Company, other than services provided in relation to a distribution (as defined in the Securities Act );
(ii) provides the services under a written contract between the Company or any of its Subsidiaries and the Person, as the case may be; and
(iii) in the reasonable opinion of the Company, spends or will spend a significant amount of time on the affairs and business of the Company or any of its Subsidiaries;

and includes:

(iv) for a Person that is an individual, a corporation of which such individual is the sole shareholder;
(h) “Deferred Share Unit” or “DSU” means a right to receive on a deferred basis a payment in either Shares or cash as provided in Section 5.4 hereof and subject to the terms and conditions of this Plan and the applicable Award Agreement;
(i) “ Determination Date ” means a date determined by the Board in its sole discretion but not later than 90 days after the expiry of a Performance Cycle;
(j) “ Director ” means a member of the Company’s Board or the Board of any of its Subsidiaries;
(k) “ Discounted Market Price ” means the Market Price of the Shares, less a discount of up to 25% if the Market Price is $0.50 or less; up to 20% if the Market Price is between $2.00 and $0.51; and up to 15% if the Market Price is greater than $2.00;
(l) “ Disability ” means a permanent disability rendering a Participant unable to perform his duties for the Company for ninety (90) consecutive days or one hundred eighty (180) days in any twelve (12) month period, which determination shall be made after the period of disability, unless an earlier determination can be made, by an independent physician appointed by the Board;
(m)
“ Effective Date ” has the meaning ascribed thereto in Section 8;
(n) “Election Form” means the form to be completed by a Director specifying the amount of Fees he or she wishes to receive in DSUs under this Plan;
(o) “ Eligible Person ”, when used in connection with Options, means Officers, Directors, Employees, Management Company Employees and Consultants of the Company or any of its Subsidiaries but, when used in connection with PSUs, RSUs or DSUs, means only Officers, Directors, Employees, Management Company Employees and Consultants of the Company or any of its Subsidiaries that do not perform Investor Relations Activities;
(p) “Employee” means an individual who:
(i) is considered an employee of the Company or any of its Subsidiaries under the Income Tax Act (Canada) and for whom income tax, employment insurance and Canada Pension Plan deductions must be made at source;
(ii) works full ‐ time for the Company or any of its Subsidiaries providing services normally provided by an employee and who is subject to the same control and direction by the Company or any of its Subsidiaries over the details and methods of work as an employee of the Company or any of its Subsidiaries, as the case may be, but for whom income tax deductions are not made at source; or
(iii) works for the Company or any of its Subsidiaries on a continuing and regular basis for a minimum amount of time per week acceptable to the Exchange, who provides services normally provided by an employee and is subject to the same control and direction by the Company or its Subsidiary over the details and methods of work as an employee of the Company or any of its Subsidiaries, as the case may be, but for whom income tax deductions are not made at source;
(q) “ Exchange ” means the TSX Venture Exchange, or such other exchange upon which the Shares of the Company may become listed for trading;
(r) “Fees” means the annual Board retainer, chair fees, meeting attendance fees or any other fees payable to a Director;
(s) “ Grant Date ” means, for any Award, the date specified by the Board as the grant date at the time it grants the Award or, if no such date is specified, the date upon which the Award was actually granted;
(t)
“ Insider ” has the meaning attributed to it in Policy 1.1. of the Exchange;
(u) “ Investor Relations Activities ” means any activities, by or on behalf of the Company or a shareholder of the Company, that promote or reasonably could be expected to promote the purchase or sale of securities of the Company, but does not include:
(i) the dissemination of information provided, or records prepared, in the ordinary course of business of the Company:
- (A) to promote the sale of products or services of the Company; or
- (B) to raise public awareness of the Company, that cannot reasonably be considered to promote the purchase or sale of securities of the Company;
(ii) activities or communications necessary to comply with the requirements of:
- (A) applicable securities laws; or
- (B) Exchange requirements or the by laws, rules or other regulatory ‐
- instruments of any other self regulatory body or exchange having jurisdiction over the Company;
(iii) communications by a publisher of, or writer for, a newspaper, magazine or business or financial publication, that is of general and regular paid circulation, distributed only to subscribers to it for value or to purchasers of it, if:
- (A) the communication is only through the newspaper, magazine or publication; and
- (B) the publisher or writer receives no commission or other consideration other than for acting in the capacity of publisher or writer; or
(iv) activities or communications that may be otherwise specified by the Exchange;
(v) “Investor Relations Service Provider” includes any Consultant that performs Investor Relations Activities and any Director, Officer, Employee or Management Company Employee whose role and duties primarily consist of Investor Relations Activities;
(w) “Management Company Employee” means an individual employed by a company providing management services to the Company, which services are required for the ongoing successful operation of the Company’s business enterprise;
(x) “ Market Price ” means, subject to the exceptions prescribed by the Exchange from time to time, the last closing price of the Company’s shares before the issuance of the required news release disclosing the grant of Awards (but, if the policies of the Exchange provide an exception to such news release, then the last closing price of the Company’s shares before the Grant Date);
(y) “Market Unit Price” means the value of a Share determined by reference to the five ‐ day volume ‐ weighted average closing price of a Share for the five Trading Day period immediately preceding the relevant date;
(z) “Officer” means an officer (as defined in the Securities Act or, where the Securities Act does not apply, by other applicable securities laws) of the Company or any of its Subsidiaries;
(aa) “ Option ” means incentive share purchase options entitling the holder thereof to purchase Shares;
(bb) “ Outstanding Prior Awards ” means any outstanding Options or RSUs granted pursuant ‐
to any prior Security Based Compensation Arrangement of the Company;
(cc) “ Participant ” means any Eligible Person to whom Awards under this Plan are granted;
(dd) “ Participant’s Account ” means a notional account maintained for each Participant’s participation in this Plan which will show any RSUs, PSUs and/or DSUs credited to a Participant from time to time;
(ee) “ Performance ‐ Based Award ” means, collectively or as applicable, Performance Share Units, Restricted Share Units and Deferred Share Units;
(ff) “ Performance Criteria ” means criteria established by the Board which, without limitation, may include criteria based on the Participant’s personal performance and/or financial performance of the Company and its Subsidiaries, and that are to be used to determine the vesting of Performance Share Units;
(gg) “ Performance Cycle ” means the applicable performance cycle of the Performance Share Units as may be specified by the Board in the applicable Award Agreement;
(hh) “ Performance Share Unit ” or “PSU” means a right awarded to a Participant, as compensation for employment or consulting services or services as a Director or Officer, to receive, for no additional cash consideration, a payment in Shares and/or cash upon

specified vesting criteria being satisfied, all as provided in Section 5.3 hereof and subject to the terms and conditions of this Plan and the applicable Award Agreement, and which may be paid in cash and/or Shares;

(ii) “ Person ” means any individual, corporation, partnership, association, joint ‐ stock company, trust, unincorporated organization, or governmental authority or body;
(jj) “ Restriction Period ” means the time period between the Grant Date and the Vesting Date of an Award of Restricted Share Units specified by the Board in the applicable Award Agreement, which period shall be no less than 12 months;
(kk) “ Restricted Share Unit ” or “RSU” means a right awarded to a Participant as compensation for employment or consulting services or services as a Director or Officer, to receive for no additional cash consideration, a payment in Shares and/or cash based wholly or in part on appreciation of the trading price of the Shares, all as provided in Section 5.2 hereof and subject to the terms and conditions of this Plan and the applicable Award Agreement;
(ll) ‘‘ Retirement ” means retirement from active employment with the Company or a Subsidiary with the consent of an officer of the Company or the Subsidiary;
(mm) “ Securities Act ” means the Securities Act (British Columbia), as amended, from time to time;
“ ‐
(nn) Security Based Compensation Arrangement ” shall have the meaning ascribed thereto in the rules and policies of the Exchange, or in the event that such term is not defined in the rules and policies of the Exchange, shall mean a stock option plan, employee stock ‐
purchase plan, long term incentive plan or any other compensation or incentive mechanism ‐
involving the issuance or potential issuance of Shares to one or more full time employees, officers, Insiders, service providers or Consultants of the Company or a Subsidiary, ‐
including a share purchase from treasury by a full time employee, officer, Insider, service provider or Consultant which is financially assisted by the Company or a Subsidiary by way of loan, guarantee or otherwise;
(oo)
“ Shares ” means the common shares of the Company;
(pp) “ Subsidiary ” means a corporation, company or partnership that is controlled, directly or indirectly, by the Company;
(qq) “ Termination Date ” means, as applicable:
(i) in the event of a Participant’s Retirement, voluntary termination, voluntary resignation or termination of employment as a result of a Disability, the date on which such Participant ceases to be an employee of the Company or a Subsidiary; and
(ii) in the event of termination of the Participant’s employment by the Company or a Subsidiary, the date on which such Participant is advised by the Company or a Subsidiary, in writing or verbally, that his or her services are no longer required;
(rr) “Trading Day” means any day on which the Exchange is open for trading; and
(ss) “ Vesting Date ” means in respect of any Award, the date when the Award is fully vested in accordance with the provisions of this Plan and the applicable Award Agreement.

SECTION 3 ADMINISTRATION

3.1 Board to Administer Plan

Except as otherwise provided herein, this Plan shall be administered by the Board of the Company (and, for clarity, not by the Board of any subsidiary of the Company) and the Board of the Company shall have full authority to administer this Plan, including the authority to interpret and construe any provision of this Plan and to adopt, amend and rescind such rules and regulations for administering this Plan as the Board of the Company may deem necessary in order to comply with the requirements of this Plan.

3.2 Delegation to Committee

All of the powers exercisable hereunder by the Board may, to the extent permitted by applicable law and as determined by resolution of the Board, be delegated to and exercised by such committee as the Board may determine.

3.3 Interpretation

All actions taken and all interpretations and determinations made or approved by the Board in good faith shall be final and conclusive and shall be binding on the Participants and the Company.

3.4 No Liability

No Director shall be personally liable for any action taken or determination or interpretation made or approved in good faith in connection with this Plan and the Directors shall, in addition to their rights as Directors, be fully protected, indemnified and held harmless by the Company with respect to any such action taken or determination or interpretation made. The appropriate officers of the Company are hereby authorized and empowered to do all things and execute and deliver all instruments, undertakings and applications and writings as they, in their absolute discretion, consider necessary for the implementation of this Plan and of the rules and regulations established for administering this Plan. All costs incurred in connection with this Plan shall be for the account of the Company.

SECTION 4 SHARES AVAILABLE FOR AWARDS

4.1 Limitations on Shares Available for Issuance

(a) The aggregate number of Shares issuable under this Plan in respect of Awards, together with all Outstanding Prior Awards, shall not exceed 10% of the Company’s total issued and outstanding Shares as at the date of grant or issuance of any security-based compensation, and in accordance with the Policies of the Exchange.
(b) So long as it may be required by the rules and policies of the Exchange:
(i) the total number of Shares issuable to any Participant under this Plan, within any twelve ‐ month period, together with Shares reserved for issuance to such ‐
Participant (and to Companies wholly owned by that Participant) under all of the ‐
Company’s other Security Based Compensation Arrangements, shall not exceed five (5%) percent of the issued and outstanding Shares (calculated on the Grant Date);
(ii) the total number of Shares issuable to Insiders under this Plan within any twelve month period, together with Shares reserved for issuance to Insiders within any

twelve ‐ month period and at any time under all of the Company’s other SecurityBased Compensation Arrangements, shall not exceed ten (10%) percent of the issued and outstanding Shares (calculated on the Grant Date);

(iii) unless the Company has obtained disinterested shareholder approval, the maximum aggregate number of Shares issuable to Insiders under this Plan, at any point in time, together with Shares reserved for issuance to Insiders under all of ‐
the Company’s other Security Based Compensation Arrangements, shall not exceed ten (10%) percent of the issued and outstanding Shares (calculated on the Grant Date);
(iv) the maximum aggregate number of Shares issuable to any one Consultant within ‐
any twelve month period, together with Shares issuable to such Consultant under ‐
all of the Company’s other Security Based Compensation Arrangements, shall not ‐
exceed two (2%) percent of the issued and outstanding Shares in any twelve month period, calculated as at the date of any grant; and
(v) the maximum aggregate number of Shares issuable pursuant to grants of Options to all Investor Relations Service Providers, together with Shares issuable to all Investor Relations Service Providers under all of the Company’s other SecurityBased Compensation Arrangements, shall not exceed two percent (2%) of the ‐
issued and outstanding Shares in any twelve month period. For the avoidance of doubt, Investor Relations Service Providers are only eligible to receive Options under this Plan; they are not eligible to receive any Performance ‐ Based Award or ‐
other type of security based compensation under this Plan.

4.2 Accounting for Awards

For purposes of this Section 4:

(a) if an Award is denominated in Shares, the number of Shares covered by such Award, or to which such Award relates, shall be counted on the Grant Date of such Award against the aggregate number of Shares available for granting Awards under this Plan; and
(b) notwithstanding anything herein to the contrary, any Shares related to Awards which terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such Shares, or are exchanged with the Board’s permission, prior to the issuance of Shares, for Awards not involving Shares, shall be available again for granting Awards under this Plan.

4.3 Anti ‐ Dilution

If the number of outstanding Shares is increased or decreased as a result of a stock split, consolidation or recapitalization and not as a result of the issuance of Shares for additional consideration or by way of stock dividend, the Board may, subject to the prior acceptance by the Exchange in the event of a recapitalization, make appropriate adjustments to the number and price (or other basis upon which an Award is measured) of Options, RSUs, PSUs or DSUs credited to a Participant. Any determinations by the Board as to the required adjustments shall be made in its sole discretion and all such adjustments shall be conclusive and binding for all purposes under this Plan.

SECTION 5 AWARDS

5.1 Options

(a) Eligibility and Participation Subject to the provisions of this Plan and such other terms and conditions as the Board may prescribe, the Board may, from time to time, grant Awards of Options to Eligible Persons. Options granted to an Eligible Person shall be credited, as of the Grant Date, to the Participant’s Account. The number of Options to be credited to each Participant shall be determined by the Board in its sole discretion in accordance with this Plan. Each Option shall, contingent upon the lapse of any restrictions, represent one (1) Share. The number of Options granted pursuant to an Award shall be specified in the applicable Award Agreement.
(b) Exercise Price ‐ The exercise price of an Option granted under this Plan shall not be less than the Discounted Market Price, provided that if an Option is proposed to be granted after the Company has just been recalled for trading following a suspension or halt, the Company must wait at least ten (10) Trading Days following the day on which trading in the Company’s securities resumes before setting the exercise price for and granting the Option.
(c) Expiry Date Each Option shall, unless sooner terminated, expire on a date to be determined by the Board which will not exceed 10 years from the Grant Date.
(d) Different Exercise Periods, Prices and Number The Board may, in its absolute discretion, upon granting Options under this Plan, specify different time periods following the dates of granting the Options during which the Participant may exercise their Options to purchase Shares and may designate different exercise prices and numbers of Shares in respect of which each Participant may exercise his option during each respective time period.
(e) Vesting Subject to the discretion of the Board, the Options granted to a Participant under this Plan shall vest as determined by the Board on the Grant Date of such Options. If the Board does not specify a vesting schedule on the Grant Date, then Options granted to persons other than those conducting Investor Relations Activities shall vest fully on the Grant Date, and in any event in accordance with the policies of the Exchange. Options issued to Persons conducting Investor Relations Activities must vest (and shall not otherwise be exercisable) in stages over a minimum of 12 months such that:
(i) no more than 1/4 of the Options vest no sooner than three months after the Grant Date;
(ii) no more than another 1/4 of the Options vest no sooner than six months after the Grant Date;
(iii) no more than another 1/4 of the Options vest no sooner than nine months after the Grant Date; and
(iv) the remainder of the Options vest no sooner than 12 months after the Grant Date.
(f) Change of Control – If the Award Agreement so provides, in the event of a Change of Control, all Options granted to a Participant who ceases to be an Eligible Person shall become fully vested in such Participant and shall become exercisable by the Participant in accordance with the terms of the Award Agreement and Section 5.1(l) hereof. If the Participant provides Investor Relations Activities, no acceleration of the vesting of any Options shall be permitted without prior Exchange review and acceptance.
(g) Death ‐ Other than as may be set forth in the applicable Award Agreement, upon the death of a Participant, any Options granted to such Participant which, prior to the Participant’s death, have not vested, will be immediately and automatically forfeited and cancelled without further action and without any cost or payment, and the Participant or his or her estate, as the case may be, shall have no right, title or interest therein whatsoever. Any Options granted to such Participant which, prior to the Participant’s death, had vested pursuant to the terms of the applicable Award Agreement will accrue to the Participant’s estate in accordance with Section 5.1(l) hereof.

(h) Termination of Participant’s Relationship with the Company

(i) Where a Participant’s relationship with the Company is terminated by the Company or a Subsidiary for cause, all Options granted to the Participant under this Plan will immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the Termination Date.
(ii) Where a Participant’s relationship with the Company terminates by reason of termination by the Company or a Subsidiary without cause, by voluntary termination, voluntary resignation or due to Retirement by the Participant, such that the Participant no longer qualifies as an Eligible Person, all Options granted to the Participant under this Plan that have not vested will, unless the applicable Award Agreement provides otherwise and subject to the provisions below, immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the Termination Date; provided, however , that any Options granted to such Participant which, prior to the Participant’s termination without cause, voluntary termination, voluntary resignation or Retirement, had vested pursuant to the terms of the applicable Award Agreement will accrue to the Participant in accordance with Section 5.1(l) hereof and shall be exercisable by such Participant for a period of 90 days following the date the Participant ceased to qualify as an Eligible Person, or such longer period (not to exceed 12 months) as may be provided for in the Award Agreement.
(iii) Upon termination of a Participant’s relationship with the Company or a Subsidiary such that the Participant no longer qualifies as an Eligible Person, the Participant’s eligibility to receive further grants of Awards of Options under this Plan shall cease as of the Termination Date.
(i) Disability Where a Participant becomes afflicted by a Disability, all Options granted to the Participant under this Plan will continue to vest in accordance with the terms of such Options; provided, however , that no Options may be redeemed during a leave of absence. Where a Participant’s relationship is terminated due to Disability such that the Participant ceases to be an Eligible Person, all Options granted to the Participant under this Plan that have not vested will, unless the applicable Award Agreement provides otherwise and subject to the provisions below, immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the Termination Date; provided, however , that any Options granted to such Participant which, prior to the termination of the Participant’s relationship with the Company due to Disability, had vested pursuant to terms of the applicable Award Agreement, will accrue to the Participant in accordance with Section 5.1(l) hereof and shall be exercisable by such Participant for a period of 90 days following the date the Termination Date, or such longer period as may be provided for in the Award Agreement.
(j) Hold Period ‐ In addition to any resale restrictions under applicable legislation or regulation, all Options granted hereunder and all Shares issued on the exercise of such Options will,

if applicable under the policies of the Exchange, be subject to a four ‐ month TSX Venture Exchange hold period from the date the options are granted, and the stock option agreements and the certificates representing such Shares will bear the following legend:

“Without prior written approval of the Exchange and compliance with all applicable securities legislation, the securities represented by this certificate may not be sold, transferred, hypothecated or otherwise traded on or through the facilities of the TSX Venture Exchange or otherwise in Canada or to or for the benefit of a Canadian resident until [insert date].”

(k) Notice ‐ Options shall be exercised only in accordance with the terms and conditions of the Award Agreements under which they are respectively granted and shall be exercisable only by notice in writing to the Company at its principal place of business.
(l) Payment of Award Subject to any vesting or other limitations described in each individual Award Agreement, Options may be exercised in whole or in part by the Participant at any time prior to their lapse or termination or, if Section 5.1(g) applies, by the Participant’s estate within one year after the death of the Participant, but in such event only as to such number of Shares as have vested prior to the date of the Participant’s death. The exercise price of all Options must be paid in cash. Shares purchased by a Participant on exercise of an Option shall be paid for in full at the time of their purchase (i.e. concurrently with the giving of the requisite notice).

5.2 Restricted Share Units

(a) Eligibility and Participation Subject to the provisions of this Plan and such other terms and conditions as the Board may prescribe, the Board may, from time to time, grant Awards of Restricted Share Units to Eligible Persons that do not perform Investor Relations Activities. Restricted Share Units granted to a Participant shall be credited, as of the Grant Date, to the Participant’s Account. The number of Restricted Share Units to be credited to each Participant shall be determined by the Board in its sole discretion in accordance with this Plan. Each Restricted Share Unit shall, contingent upon the lapse of any restrictions, represent one (1) Share. The number of Restricted Share Units granted pursuant to an Award and the Restriction Period in respect of such Restricted Share Units shall be specified in the applicable Award Agreement.
(b) Restrictions ‐ Restricted Share Units shall be subject to such restrictions as the Board, in its sole discretion, may establish in the applicable Award Agreement, which restrictions may lapse separately or in combination at such time or times and on such terms, conditions and satisfaction of objectives as the Board may, in its discretion, determine at the time an Award is granted.
(c) Vesting All Restricted Share Units will vest and become payable by the issuance of Shares at the end of the Restriction Period if all applicable restrictions have lapsed, as such restrictions may be specified in the Award Agreement. No Restricted Share Units may vest before the date that is one year following the date of the Award.
(d) Change of Control – If the Award Agreement so provides, in the event of a Change of Control pursuant to which a Participant ceases to be an Eligible Person, all restrictions upon any Restricted Share Units shall lapse immediately and all such Restricted Share Units shall become fully vested in the Participant and will accrue to the Participant in accordance with Section 5.2(h) hereof.
(e) Death ‐ Other than as may be set forth in the applicable Award Agreement, upon the death of a Participant, any Restricted Share Units granted to such Participant which, prior to the Participant’s death, have not vested, will be immediately and automatically forfeited and cancelled without further action and without any cost or payment, and the Participant or his or her estate, as the case may be, shall have no right, title or interest therein whatsoever. Any Restricted Share Units granted to such Participant which, prior to the Participant’s death, had vested pursuant to the terms of the applicable Award Agreement will accrue to the Participant’s estate in accordance with Section 5.2(h) hereof, provided that the right of the executors or administrators of such deceased Participant’s estate to receive payments or awards pursuant to Section 5.2(h) shall expire on the date which is not more than one (1) year from the Participant’s date of death.

(f) Termination of a Participant’s Relationship with the Company

(i) Where a Participant’s relationship with the Company is terminated by the Company or a Subsidiary for cause, all Restricted Share Units granted to the Participant under this Plan will immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the Termination Date.
(ii) Where a Participant’s relationship with the Company terminates by reason of termination by the Company or a Subsidiary without cause, by voluntary termination, voluntary resignation or due to Retirement by the Participant, all Restricted Share Units granted to the Participant under this Plan that have not vested will, unless the applicable Award Agreement provides otherwise and subject to the provisions below, immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the Termination Date and the Participant shall have no right, title or interest therein whatsoever; provided, however , that any Restricted Share Units granted to such Participant which, prior to the Participant’s termination without cause, voluntary termination, voluntary resignation or Retirement, had vested pursuant to the terms of the applicable Award Agreement will accrue to the Participant in accordance with Section 5.2(h) hereof provided that the right of such Participant to receive payments or awards pursuant to Section 5.2(h) shall expire on the date which is not more than one (1) year from the date the Participant ceased to be an Eligible Person..
(iii) Upon termination of a Participant’s relationship with the Company or a Subsidiary such that the Participant no longer qualifies as an Eligible Person, the Participant’s eligibility to receive further grants of Awards of Restricted Share Units under this Plan shall cease as of the Termination Date.
(g) Disability Where a Participant becomes afflicted by a Disability, all Restricted Share Units granted to the Participant under this Plan will continue to vest in accordance with the terms of such Restricted Share Units; provided, however , that no Restricted Share Units may be redeemed during a leave of absence. Where a Participant’s relationship is terminated due to Disability such that the Participant ceases to be an Eligible Person, all Restricted Share Units granted to the Participant under this Plan that have not vested will, unless the applicable Award Agreement provides otherwise and subject to the provisions below, immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the Termination Date and the Participant shall have no right, title or interest therein whatsoever; provided, however , that any Restricted Share Units granted to such Participant which, prior to the Participant’s termination due to Disability, had vested pursuant to terms of the applicable Award Agreement will accrue to the Participant in accordance with Section 5.2(h) hereof.
(h) Payment of Award As soon as practicable after each Vesting Date of an Award of Restricted Share Units, the Company shall, at the sole discretion of the Board, either:
(i) issue to the Participant, or if Section 5.2(e) applies, to the Participant’s estate, from treasury the number of Shares equal to the number of Restricted Share Units credited to the Participant’s Account that have vested and become payable on the Vesting Date; or
(ii) make a cash payment in an amount equal to the Market Unit Price on the next Trading Day after the Vesting Date of the Restricted Share Units credited to a Participant’s Account that have vested and become payable, net of applicable withholdings.

As of the Vesting Date, the Restricted Share Units in respect of which such Shares are issued or cash payment made shall be cancelled and no further payments shall be made to the Participant under this Plan in relation to such Restricted Share Units.

5.3 Performance Share Units

(a) Eligibility and Participation Subject to the provisions of this Plan and such other terms and conditions as the Board may prescribe, the Board may, from time to time, grant Awards of Performance Share Units to Eligible Persons that do not perform Investor Relations Activities. Performance Share Units granted to a Participant shall be credited, as of the Grant Date, to the Participant’s Account. The number of Performance Share Units to be credited to each Participant shall be determined by the Board, in its sole discretion, in accordance with this Plan. Each Performance Share Unit shall, contingent upon the attainment of the Performance Criteria within the Performance Cycle, represent one (1) Share. The number of Performance Share Units granted pursuant to an Award, the Performance Criteria which must be satisfied in order for the Performance Share Units to vest and the Performance Cycle in respect of such Performance Share Units shall be specified in the applicable Award Agreement. No Performance Share Units may vest before the date that is one year following the date of the Award.
(b) Performance Criteria ‐ The Board will select, settle and determine the Performance Criteria (including without limitation the attainment thereof), for purposes of the vesting of the Performance Share Units, in its sole discretion. An Award Agreement may provide the Board with the right, during a Performance Cycle or after it has ended, to revise the Performance Criteria and the Award amounts if unforeseen events (including, without limitation, changes in capitalization, an equity restructuring, an acquisition or a divestiture) occur which have a substantial effect on the financial results and which in the sole judgment of the Board make the application of the Performance Criteria unfair unless a revision is made. Notices will be provided by the Company to applicable regulatory authorities or stock exchanges as may be required with respect to the foregoing.
(c) Vesting All Performance Share Units will vest and become payable to the extent that the Performance Criteria set forth in the Award Agreement are satisfied for the Performance Cycle, the determination of which satisfaction shall be made by the Board on the Determination Date. No Performance Share Units may vest before the date that is one year following the date of the Award.
(d) Change of Control – If the Award Agreement so provides, in the event of a Change of Control pursuant to which a Participant ceases to be an Eligible Person, all Performance Share Units granted to a Participant shall become fully vested in such Participant (without regard to the attainment of any Performance Criteria) and shall become payable to the Participant in accordance with Section 5.3(h) hereof.
(e) Death ‐ Other than as may be set forth in the applicable Award Agreement and below, upon the death of a Participant, all Performance Share Units granted to the Participant which, prior to the Participant’s death, have not vested, will immediately and automatically be forfeited and cancelled without further action and without any cost or payment, and the Participant or his or her estate, as the case may be, shall have no right, title or interest therein whatsoever; provided, however , the Board may determine, in its sole discretion, the number of the Participant’s Performance Share Units that will vest based on the extent to which the applicable Performance Criteria set forth in the Award Agreement have been satisfied in that portion of the Performance Cycle that has lapsed. The Performance Share Units that the Board determines to have vested shall become payable in accordance with Section 5.3(h) hereof provided that the right of the executors or administrators of such deceased Participant’s estate to receive payments or awards pursuant to Section 5.3(h) shall expire on the date which is not more than one (1) year from the Participant’s date of death.

(f) Termination of a Participant’s Relationship with the Company

(i) Where a Participant’s relationship with the Company is terminated by the Company or a Subsidiary for cause, all Performance Share Units granted to the Participant under this Plan will immediately terminate without payment, be forfeited and cancelled and shall be of no further force or effect as of the Termination Date.
(ii) Where a Participant’s relationship with the Company terminates by reason of termination by the Company or a Subsidiary without cause, by voluntary termination, voluntary resignation or due to Retirement by the Participant, all Performance Share Units granted to the Participant which, prior to the Participant’s termination, have not vested, will immediately and automatically be forfeited and cancelled without further action and without any cost or payment, and the Participant shall have no right, title or interest therein whatsoever as of the Termination Date; provided, however , the Board may determine, in its sole discretion, the number of the Participant’s Performance Share Units that will vest based on the extent to which the applicable Performance Criteria set forth in the Award Agreement have been satisfied in that portion of the Performance Cycle that has lapsed. The Performance Share Units that the Board determines to have vested shall become payable in accordance with Section 5.3(h) hereof, provided that the right of such Participant to receive payments or awards pursuant to Section 5.3(h) shall expire on the date which is not more than one (1) year from the date the Participant ceased to be an Eligible Person.
(iii) Upon termination of a Participant’s relationship with the Company or a Subsidiary such that the Participant no longer qualifies as an Eligible Person, the Participant’s eligibility to receive further grants of Awards of Performance Share Units under this Plan shall cease as of the Termination Date.
(g) Disability Where a Participant becomes afflicted by a Disability, all Performance Share Units granted to the Participant under this Plan will continue to vest in accordance with the terms of such Performance Share Units; provided, however , that no Performance Share Units may be redeemed during a leave of absence. Where a Participant’s relationship is terminated due to Disability such that the Participant ceases to be an Eligible Person, all Performance Share Units granted to the Participant under this Plan that have not vested will, unless the applicable Award Agreement provides otherwise and subject to the provisions below, immediately and automatically be forfeited and cancelled without further action and without any cost or payment, and the Participant shall have no right, title or interest therein whatsoever as of the Termination Date; provided, however , that the Board

may determine, in its sole discretion, the number of the Participant’s Performance Share Units that will vest based on the extent to which the applicable Performance Criteria set forth in the Award Agreement have been satisfied in that portion of the Performance Cycle that has lapsed. The Performance Share Units that the Board determines to have vested shall become payable in accordance with Section 5.3(h) hereof.

(h) Payment of Award Payment to Participants in respect of vested Performance Share Units shall be made after the Determination Date for the applicable Award and in any case within ‐
ninety five (95) days after the last day of the Performance Cycle to which such Award relates. Such payments shall be made, at the sole discretion of the Board, either:
(i) by issuing the number of Shares equal to the number of Performance Share Units credited to the Participant’s Account that have vested on the Determination Date, such Shares to be issued from treasury of the Company to the Participant, or if Section 5.3(e) applies, to the Participant’s estate; or
(ii) by making a cash payment in an amount equal to the Market Unit Price on the next Trading Day after the Determination Date of the Performance Share Units credited to a Participant’s Account that have vested, net of applicable withholdings.

As of the Vesting Date, the Performance Share Units in respect of which such Shares are issued or cash payment made shall be cancelled and no further payments shall be made to the Participant under this Plan in relation to such Performance Share Units.

5.4 Deferred Share Units

(a) Eligibility and Participation Subject to the provisions of this Plan and such other terms and conditions as the Board may prescribe, the Board may, from time to time, grant Awards of Deferred Share Units to Directors that do not perform Investor Relations Activities in lieu of Fees or to other Eligible Persons that do not perform Investor Relations Activities as compensation for employment or consulting services. Deferred Share Units granted to a Participant in accordance with Section 5.4 hereof shall be credited, as of the Grant Date, to the Participant’s Account. The number of Deferred Share Units to be credited to each Participant shall be determined by the Board in its sole discretion in accordance with this Plan and shall be specified in the applicable Award Agreement.
(b) Election ‐ Each Director may elect to receive any or all of his or her Fees in Deferred Share Units under this Plan. Elections by Directors regarding the amount of their Fees that they wish to receive in Deferred Share Units shall be made no later than 90 days after this Plan is adopted by the Board, and thereafter no later than December 31 of any given year with respect to Fees for the following year. Any Director who becomes a Director during a calendar year and wishes to receive an amount of his or her Fees for the remainder of that year in Deferred Share Units must make his or her election within 60 days of becoming a Director.
(c) Calculation of Deferred Share Units Granted in Lieu of Fees ‐ The number of Deferred Share Units to be credited to a Participant’s Account where the Participant is a Director who has elected to receive Deferred Share Units in lieu of Fees shall be calculated by dividing the amount of Fees selected by a Director in the applicable Election Form by the Market Unit Price on the Grant Date (or such other price as required under Exchange policies) which shall be the 10th business day following each financial quarter end. If, as a result of the foregoing calculation, a Participant that is a Director shall become entitled to a fractional Deferred Share Unit, the Participant shall only be credited with a full number of Deferred Share Units (rounded down) and no payment or other adjustment will be made with respect to the fractional Deferred Share Unit.
(d) Vesting No Deferred Share Units may vest before the date that is one year following the date of the Award.
(e) Payment of Award Each Participant shall be entitled to receive, after the effective date that the Participant ceases to be an Eligible Person for any reason, on a day designated by the Participant and communicated to the Company by the Participant in writing at least 15 days prior to the designated day (or such earlier date after the Participant ceases to be an Eligible Person as the Participant and the Company may agree, which date shall be no later than one year after the date upon which the Participant ceases to be an Eligible Person) and if no such notice is given, then on the first anniversary of the effective date that the Participant ceases to be an Eligible Person, at the sole discretion of the Board, either:
(i) that number of Shares equal to the number of vested Deferred Share Units credited to the Participant’s Account, such Shares to be issued from treasury of the Company; or
(ii) a cash payment in an amount equal to the Market Unit Price on the next Trading Day after the Participant ceases to be an Eligible Person of the vested Deferred Share Units credited to a Participant’s Account, net of applicable withholdings , provided that the right of such Participant to receive payments or awards pursuant to this Section 5.4(e) shall expire on the date which is not more than one (1) year from the date the Participant ceased to be an Eligible Person..
(f) Exception ‐ In the event that the value of a Deferred Share Unit would be determined with ‐
reference to a period commencing at a fiscal quarter end of the Company and ending prior to the public disclosure of interim financial statements for the quarter (or annual financial statements in the case of the fourth quarter), the cash payment of the value of the Deferred Share Units will be made to the Participant with reference to the five (5) Trading Days immediately following the public disclosure of the interim financial statements for that quarter (or annual financial statements in the case of the fourth quarter).
(f) Death ‐ Upon death of a Participant holding Deferred Share Units that have vested, the Participant’s estate shall be entitled to receive, within 120 days after the Participant’s death and at the sole discretion of the Board, a cash payment or Shares that would have otherwise been payable in accordance with Section 5.4(d) hereof to the Participant upon such Participant ceasing to be an Eligible Person provided that the right of the executors or administrators of such deceased Participant’s estate to receive payments or awards pursuant to Section 5.4(e) shall expire on the date which is not more than one (1) year from the Participant’s date of death.

5.5 General Terms Applicable to Awards

(a) Forfeiture Events ‐ The Board will specify in an Award Agreement at the time of the Award that the Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events shall include, but shall not be limited to, termination of a ‐
relationship for cause, violation of material Company policies, fraud, breach of non competition, confidentiality or other restrictive covenants that may apply to the Participant or other conduct by the Participant that is detrimental to the business or reputation of the Company.
(b) Awards May be Granted Separately or Together Awards may, in the discretion of the Board, be granted either alone or in addition to, in tandem with, or in substitution for any ‐
other Award or any award granted under any other Security Based Compensation Arrangement of the Company. Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with awards granted under any other Security ‐ Based Compensation Arrangement of the Company, may be granted either at the same time as or at a different time from the grant of such other Awards or awards.
(c) Non ‐ Transferability of Awards ‐ No Award and no right under any such Award shall be assignable, alienable, saleable, or transferable by a Participant otherwise than by will or by the laws of descent and distribution and only then if permitted by the Policies of the Exchange. No Award and no right under any such Award, may be pledged, alienated, attached, or otherwise encumbered, and any purported pledge, alienation, attachment, or encumbrance thereof shall be void and unenforceable against the Company.
(d) Conditions and Restrictions Upon Securities Subject to Awards The Board may provide that the Shares issued under an Award shall be subject to such further agreements, restrictions, conditions or limitations as the Board in its sole discretion may specify, including without limitation, conditions on vesting or transferability and forfeiture or repurchase provisions or provisions on payment of taxes arising in connection with an Award. Without limiting the foregoing, such restrictions may address the timing and manner of any resales by the Participant or other subsequent transfers by the Participant of any Shares issued under an Award, including without limitation:
(i) restrictions under an insider trading policy or pursuant to applicable law;
(ii) restrictions designed to delay and/or coordinate the timing and manner of sales by ‐
Participant and holders of other Security Based Compensation Arrangements; and
(iii) restrictions as to the use of a specified brokerage firm for such resales or other transfers.
(e) Blackout Periods – In the event that the date provided for expiration, redemption or settlement of an Award falls within a Blackout Period imposed by the Company pursuant to a trading policy as the result of the bona fide existence of undisclosed Material Information, the expiry date, redemption date or settlement date, as applicable, of the

Award shall automatically be extended to the date that is ten (10) business days following the date of expiry of the Blackout Period. Notwithstanding the foregoing, there will be no extension of any Award if the Company (or the Participant) is subject to a cease trade order (or similar order under applicable law).

(f) Share Certificates ‐ All Shares delivered under this Plan pursuant to any Award shall be subject to such stop transfer orders and other restrictions as the Board may deem advisable under this Plan or the rules, regulations, and other requirements of any securities commission, the Exchange, and any applicable securities legislation, regulations, rules, policies or orders, and the Board may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.
(g) Conformity to Plan In the event that an Award is granted which does not conform in all particulars with the provisions of this Plan, or purports to grant an Award on terms different from those set out in this Plan, the Award shall not be in any way void or invalidated, but the Award shall be adjusted to become, in all respects, in conformity with this Plan.
(h) Deductions ‐ Whenever cash is to be paid in respect of Deferred Share Units, Restricted Share Units or Performance Share Units, the Company shall have the right to deduct from all cash payments made to a Participant any taxes required by law to be withheld with respect to such payments. Whenever Shares are to be delivered in respect of Deferred Share Units, Restricted Share Units or Performance Share Units, the Company shall have the right to deduct from any other amounts payable to the Participant any taxes required by law to be withheld with respect to such delivery of Shares, or if any payment due to the Participant is not sufficient to satisfy the withholding obligation, to require the Participant to remit to the Company in cash an amount sufficient to satisfy any taxes required by law to be withheld. At the sole discretion of the Board, a Participant may be permitted to satisfy the foregoing requirement by delivering (on a form prescribed by the Company and in any event in accordance with the Policies of the Exchange) an irrevocable direction to a securities broker approved by the Company to sell all or a portion of the Shares and deliver to the Company from the sales proceeds an amount sufficient to pay the required withholding taxes.
(i) Evergreen Plan Shares that were the subject of any Award made under this Plan that has been settled in cash, or that has been cancelled, terminated, surrendered, forfeited or has expired without being exercised, and pursuant to which no securities have been issued, may continue to be issuable under this Plan.

5.6 General Terms Applicable to Performance ‐ Based Awards

(a) Performance Evaluation; Adjustment of Goals ‐ At the time that a Performance ‐ Based Award is first issued, the Board, in the Award Agreement or in another written document, shall specify whether performance will be evaluated including or excluding the effect of any of the following events that occur during the Performance Cycle or Restriction Period, as the case may be:
(i) judgments entered or settlements reached in litigation;
(ii) the write ‐ down of assets;
(iii) the impact of any reorganization or restructuring;
(iv) the impact of changes in tax laws, accounting principles, regulatory actions or other laws affecting reported results;
(v) extraordinary non recurring items as may be described in the Company’s management’s discussion and analysis of financial condition and results of operations for the applicable financial year;
(vi) the impact of any mergers, acquisitions, spin offs or other divestitures; and
(vii) foreign exchange gains and losses.
(b) Adjustment of Performance ‐ Based Awards ‐ The Board shall have the sole discretion to adjust the determinations of the degree of attainment of the pre ‐ established Performance Criteria or restrictions, as the case may be, as may be set out in the applicable Award ‐
Agreement governing the relevant Performance Based Award. Notwithstanding any provision herein to the contrary, the Board may not make any adjustment or take any other ‐
action with respect to any Performance Based Award that will increase the amount payable under any such Award. The Board shall retain the sole discretion to adjust Performance

Based Awards downward or to otherwise reduce the amount payable with respect to any Performance ‐ Based Award.

SECTION 6 AMENDMENT AND TERMINATION

6.1 Amendments and Termination of this Plan

The Board may at any time or from time to time, in its sole and absolute discretion and without the approval of shareholders of the Company, amend, suspend, terminate or discontinue this Plan and may amend the terms and conditions of any Awards granted hereunder, subject to:

(a) any required disinterested shareholder approval to (i) reduce the exercise price of an Award issued to an Insider or (ii) extend the term of an Option granted to an Insider, in either event in accordance with the policies of the Exchange while the Shares are listed on the Exchange;
(b) any required approval of any applicable regulatory authority or the Exchange; and
(c) any approval of shareholders of the Company as required by the rules of the Exchange (or otherwise required by the Exchange) or applicable law, provided that shareholder approval shall not be required (except that the Exchange may require approval of the shareholders for amendments pursuant to Sections 6.1(c)(iii) to 6.1(c)(vii)) for any of the following:
(i) amendments of a “housekeeping nature”;
(ii) amendments for the purpose of curing any ambiguity, error or omission in this Plan or to correct or supplement any provision of this Plan that is inconsistent with any other provision of this Plan;
(iii) amendments which are necessary to comply with applicable law or the requirements of the Exchange;
(iv) amendments respecting administration and eligibility for participation under this Plan;
(v) amendments to the terms and conditions on which Awards may be or have been granted pursuant to this Plan including amendments to the vesting provisions and terms of any Awards;
(vi) with the exception of Options granted to any Investor Relations Service Provider, amendments which alter, extend or accelerate the terms of vesting applicable to any Awards; and
(vii) changes to the termination provisions of an Award or this Plan which do not entail an extension beyond the original fixed term.

If this Plan is terminated, prior Awards shall remain outstanding and in effect in accordance with their applicable terms and conditions.

6.2 Amendments to Awards

The Board may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue, or terminate, any Awards theretofore granted, prospectively or retroactively. No such amendment or alteration shall be made which would impair the rights of any Participant, without

such Participant’s consent, under any Award theretofore granted, provided that no such consent shall be required with respect to any amendment or alteration if the Board determines in its sole discretion that such amendment or alteration either:

(a) is required or advisable in order for the Company, this Plan or the Award to satisfy or conform to any law or regulation or to meet the requirements of Policy of the Exchange or any accounting standard; or
(b) is not reasonably likely to significantly diminish the benefits provided under such Award.

SECTION 7 GENERAL PROVISIONS

7.1 No Rights to Awards

No Person shall have any claim to be granted any Award under this Plan, or, having been selected to receive an Award under this Plan, to be selected to receive a future Award. There is no obligation for uniformity of treatment of Eligible Persons or Participants or beneficiaries of Awards under this Plan. The terms and conditions of Awards need not be the same with respect to each Participant. The Company and each Eligible Person qualifying for an Award are and shall be responsible for ensuring and confirming that each recipient of an Award is a bona fide Eligible Person that qualifies to receive the applicable Award.

7.2 Withholding

The Company shall be authorized to withhold any payment due under any Award or under this Plan until the Participant has paid or made arrangements for the payment of the amount of any withholding taxes due in respect of an Award, its exercise, or any payment under such Award or under this Plan.

7.3 No Limit on Other Security ‐ Based Compensation Arrangements

Nothing contained in this Plan shall prevent the Company or a Subsidiary from adopting or ‐ continuing in effect other Security Based Compensation Arrangements, and such arrangements may be either generally applicable or applicable only in specific cases.

7.4 No Right to Employment

The grant of an Award shall neither constitute an employment contract nor be construed as giving a Participant the right to be retained in the employ of the Company, or to any other relationship with the Company. Further, the Company may at any time dismiss a Participant, free from any liability, or any claim under this Plan, unless otherwise expressly provided in this Plan or in an applicable Award Agreement.

7.5 No Right as Shareholder

Neither the Participant nor any representatives of a Participant’s estate shall have any rights whatsoever as shareholders in respect of any Shares covered by such Participant’s Options, RSUs, PSUs and/or DSUs until the date of issuance of a share certificate to such Participant or representatives of a Participant’s estate for such Shares.

7.6 Governing Law

This Plan and all of the rights and obligations arising hereunder shall be interpreted and applied in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

7.7 Severability

If any provision of this Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction, or as to any Person or Award, or would disqualify this Plan or any Award under any law deemed applicable by the Board, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Board, materially altering the intent of this Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of this Plan and any such Award shall remain in full force and effect.

7.8 No Trust or Fund Created

Neither this Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right of any unsecured creditor of the Company.

7.9 No Fractional Shares

No fractional Shares shall be issued or delivered pursuant to this Plan or any Award, and the Board shall determine whether cash, or other securities shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be cancelled, terminated, or otherwise eliminated.

7.10 Headings

Headings are given to the Sections and subsections of this Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Plan or any provision thereof.

7.11 No Representation or Warranty

The Company makes no representation or warranty as to the value of any Award granted pursuant to this Plan or as to the future value of any Shares issued pursuant to any Award.

7.12 No Representations or Covenant with Respect to Tax Qualification

Although the Company may, in its discretion, endeavor to (i) qualify an Award for favourable Canadian tax treatment or (ii) avoid adverse tax treatment, the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable or avoid unfavorable tax treatment. The Company shall be unconstrained in its corporate activities without regard to the potential negative tax impact on holders of Awards under this Plan.

7.13 Conflict with Award Agreement

In the event of any inconsistency or conflict between the Policies of the Exchange, this Plan and an Award Agreement, the Policies of the Exchange shall govern for all purposes. In the event of any inconsistency or conflict between the provisions of this Plan and an Award Agreement, the provisions of this Plan shall govern for all purposes.

7.14 Compliance with Laws

The granting of Awards and the issuance of Shares under this Plan shall be subject to all applicable laws, rules, and regulations, as well as the Policies of the Exchange as in effect from time ‐ to ‐ time, and to such approvals by any governmental agencies or stock exchanges on which the Company is listed as may be required. The Company shall have no obligation to issue or deliver evidence of title for Shares issued under this Plan prior to:

(a) obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and
(b) completion of any registration or other qualification of the Shares under any applicable national or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable or at a time when any such registration or qualification is not current, has been suspended or otherwise has ceased to be effective.

The inability or impracticability of the Company to obtain or maintain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

SECTION 8 EFFECTIVE DATE OF THIS PLAN

8.1 Effective Date

This Plan shall become effective upon the date (the “ Effective Date ”) of approval by the Board.

SECTION 9 TERM OF THIS PLAN

9.1 Term

This Plan shall terminate automatically 10 years after the Effective Date and may be terminated on any earlier date as provided in Section 6 hereof.

AI assistant

Urban Infrastructure Group — M&A Activity 2024

48182_rns_2024-02-14_fc41601f-c648-4351-b9a4-44c55f5ecad6.pdf

DEAL PRO CAPITAL CORPORATION

FILING STATEMENT

TABLE OF CONTENTS

GLOSSARY

GENERAL INFORMATION

Introduction

Currency

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

PART I SUMMARY OF FILING STATEMENT

See “ Part V – Information Concerning the Resulting Issuer ”.

Directors Officers and Promoters of the Resulting Issuer

See “ Part V – Information Concerning the Resulting Issuer – Directors, Officers and Promoters ”.

See “ Part II – The Transaction ”.

See “ Part V - Information Concerning the Resulting Issuer ”.

Principal Purposes of Funds

See “ Part V - Information Concerning the Resulting Issuer ”.

See “ Part II – The Transaction ”.

See “ Part V – Information Concerning the Resulting Issuer ”.

See “ Part IV – Risk Factors ”.

PART II THE TRANSACTION

Background to the Transaction

The Transaction

Reasons for the Transaction

Securities Law Matters

Regulatory Approvals and Filings

Exchange Approval

Sponsorship

Deal Pro Shareholder Approval

Income Tax Considerations

Concurrent Financing

Business Combination Agreement

Representations and Warranties

Conditions Precedent to the Amalgamation

Mutual Conditions Precedent

Urban Conditions Precedent

Deal Pro and Deal Pro Subco’s Conditions Precedent

Termination of the Business Combination Agreement

Expenses

Amendments

PART III INFORMATION CONCERNING DEAL PRO

Corporate Structure

Name and Incorporation

Intercorporate Relationships

General Development of the Business

Selected Financial Information and Management’s Discussion and Analysis

Financial Statements

Management’s Discussion and Analysis

Description of Securities

Common Shares

Resulting Issuer Equity Incentive Plan and Options Granted

Prior Sales

Notes:

Trading Price and Volume

Notes:

Non-Arm’s Length Transactions

Legal Proceedings

Auditor, Transfer Agent and Registrar

Material Contracts

PART IV INFORMATION CONCERNING URBAN

Corporate Structure

Name and Incorporation

Intercorporate Relationships

Two Year History

General Development of the Business

Concrete and Drain Industry

The Construction Process

2. Foundation Construction:

Industry Trends

Sources, Prices and Availability of Raw Materials

Specialized Skills and Knowledge

Environmental Regulations

Cyclicality

Seasonality

Marketing Plan and Business Strategies

Competition

Facilities

Employees

Urban Infrastructure Group M&A Activity 2024