Voxtur Closes Acquisition of Blue Water Monetary Applied sciences and Proclaims Growth of Credit score Amenities and Personal Placement


Voxtur Analytics Corp.

TORONTO and TAMPA, Fla., Sept. 22, 2022 (GLOBE NEWSWIRE) — Voxtur Analytics Corp. (TSXV: VXTR; OTCQB: VXTRF) (“Voxtur” or the “Firm”), a North American expertise firm making a extra clear and accessible actual property lending ecosystem, is happy to announce that, additional to the information launch issued on August 15, 2022, it has accomplished the acquisition (“Acquisition”) of Blue Water Monetary Applied sciences Holding Firm, LLC (“Blue Water”).

“By fusing Blue Water’s digital asset capabilities with Voxtur’s knowledge repository and analytic options, we’re creating a strong and complicated new platform to streamline mortgage buying and selling,” mentioned Voxtur CEO Jim Albertelli. “This Acquisition permits Voxtur to diversify and increase present income streams from the first mortgage market, whereas including new income streams within the secondary market.”

Blue Water is a high-growth enterprise that had roughly US$11.4 million of income and US$6.7 million of web earnings for the fiscal 12 months ending December 31, 2021. For the trailing twelve months (“TTM”) ending July 31, 2022, Blue Water generated roughly US$18 million of income and US$11 million of web earnings, with rising run charges for income and web earnings throughout that interval1.

Consideration for the Acquisition

Complete consideration for the Acquisition was roughly US$101 million, consisting of a money fee within the quantity of US$30 million and issuance of 170 million frequent shares of the Firm (“Frequent Shares”), with 101 million Frequent Shares being consideration shares issued in 16 equal quarterly installments and 69 million Frequent Shares being issued in satisfaction of Blue Water’s present long-term incentive plan and issued in three equal annual installments (collectively, the “Share Consideration”). The Acquisition is topic to customary representations and warranties, and indemnification provisions, and the Share Consideration is topic to adjustment in accordance with the phrases set forth within the Membership Curiosity Buy Settlement executed on August 12, 2022, in reference to the Acquisition. The issuance of the Share Consideration is not going to outcome within the creation of a brand new Management Individual (as that time period is outlined within the insurance policies of the TSXV).

RPC Ventures Fund I LP (“RPC”), Blue Water’s largest fairness holder, lead the negotiations on behalf of the Blue Water fairness holders. RPC is managed by Rice Park Capital Administration LP (“Rice Park”).

The Acquisition has been accredited by the TSX Enterprise Change (“TSXV”).

Growth of Credit score Amenities

At the side of the Acquisition, Voxtur will increase its present credit score amenities with Financial institution of Montreal’s (“BMO”) Expertise & Innovation Banking Group for a further quantity of US$30 million, as beforehand disclosed in a information launch issued by the Firm on August 15, 2022. This new credit score facility is topic to customary monetary and restrictive covenants and is secured by property of Voxtur and its subsidiaries, consisting primarily of mental property and accounts receivable. All proceeds of the expanded credit score amenities shall be used for prices related to the Acquisition. In flip, the Firm anticipates that new money stream ensuing from the Acquisition will facilitate debt compensation and supply the Firm with enough liquidity and suppleness to assist its ongoing progress prospects.

“We’re vastly appreciative of BMO’s ongoing assist, which permits us to execute on our strategic imaginative and prescient,” mentioned Voxtur Government Chairman Gary Yeoman. “This Acquisition is transformative, and we consider it’ll lead to substantial returns for our stakeholders.”

Convertible Most popular Share Providing

The Firm has additional entered right into a subscription settlement dated September 22, 2022, with BMO Capital Companions (“BMOCP”), whereby the Firm has agreed to, on a personal placement foundation, concern 4,081,632 Collection 2 Choice Shares (the “Most popular Shares”) to BMOCP at an providing value of CAD$0.98 per Most popular Share (the “Difficulty Value”) for mixture gross proceeds of CAD$4 million (the “Personal Placement”). The Most popular Shares is not going to be listed on any change and shall be topic to sure contractual and authorized limitations.

Every Most popular Share will, topic to customary anti-dilution changes, be convertible into one Frequent Share, on the choice of BMOC. BMOCP could, at any time throughout the first three years of issuance, give discover of its election to transform all of its excellent Most popular Shares into Frequent Shares, topic to sure circumstances. On the third anniversary of the date of issuance of the Most popular Shares, any excellent Most popular Shares will robotically convert into Frequent Shares if the amount weighted common value of the Frequent Shares on such date, calculated based mostly on the 20 buying and selling days previous to such date, is at a premium of 10% or greater than the conversion value of CAD$0.98. After the third anniversary of the date of issuance, the Firm could at any time elect to redeem the entire excellent Most popular Shares for a redemption value equal to the problem value plus accrued and unpaid dividends.

Every Most popular Share (i) entitles the holder to 1 vote at any assembly of shareholders and such shares shall be voted with the Frequent Shares, and (ii) offers for fastened and cumulative dividends if, as and when declared by the Board of Administrators of the Firm (“Board”), in an quantity equal to 12 % (12%) each year on the mixture Difficulty Value of such Most popular Shares plus all unpaid accrued and amassed dividends thereon. All accrued and unpaid dividends on any Most popular Shares shall accumulate and compound quarterly till paid, whether or not or not declared by the Board. As well as, the holders of Most popular Shares are entitled to take part equally with the holders of Frequent Shares on any dividends declared on the Frequent Shares.

The Firm intends to make use of the web proceeds of the Personal Placement to fund normal company and administrative bills. The issuance of the Most popular Shares is topic to remaining approval from the TSXV and different customary closing circumstances.

“We share Voxtur’s imaginative and prescient and stay up for persevering with to work carefully with its administration group to make progress on the rollout of its suite of main digital options for actual property lending,” mentioned Alex Baniczky, SVP and Head of BMO Capital Companions.

This information launch doesn’t represent a proposal to promote or the solicitation of a proposal to purchase the securities in america. The securities haven’t been and won’t be registered beneath america Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities legal guidelines and might not be supplied or bought in america or to U.S. individuals until registered beneath the U.S. Securities Act and any relevant state securities legal guidelines or an exemption from such registration is obtainable.

About Blue Water

Blue Water is a number one supplier of asset valuation, MSR distribution, MSR hedging, and digital options to MSR buyers and mortgage lenders. By offering originators and buyers the power to view portfolios and analyze transactional knowledge in real-time, the platform creates a one-stop store to drive larger liquidity of mortgage property. Blue Water makes use of a single platform throughout all investor sorts to mitigate timing danger and account for price modifications. Additional, cost-minded originators use the platform to scale back margin publicity, decrease prices, and streamline their secondary market post-close operations.

Blue Water’s self-service expertise can replicate any investor pricing and modeling assemble in actual time to offer a novel answer tailor-made to its purchasers, together with non-public fairness buyers and funding banks. Blue Water gives a turnkey answer to small monetary establishments to supply property in a compliant method with scale and effectivity. Blue Water manages a dynamic order e-book that enables systemically vital monetary establishments (SIFIs) to have interaction with completely different originators in a user-friendly asset sourcing SaaS providing. This expertise permits a broad investor base to dynamically interact with originators and management their prospects based mostly on asset choice, whereas giving originators free entry to buyer-side liquidity. Individually, Blue Water’s automated advisor platform offers a springboard for buyers to supply product and deploy capital by leveraging the mixed entities complete companies. For extra info, go to www.bluewater-fintech.com.

About Voxtur

Voxtur is a transformational actual property expertise firm that’s redefining business requirements in a dynamic lending setting. The Firm gives focused knowledge analytics to simplify tax options, property valuation and settlement companies all through the lending lifecycle for buyers, lenders, authorities businesses and servicers. Voxtur’s proprietary knowledge hub and workflow platforms extra precisely and effectively worth property, originate and repair loans, securitize portfolios and consider tax assessments. The Firm serves the property lending and property tax sectors, each private and non-private, in america and Canada. For extra info, go to www.voxtur.com.

About Rice Park Capital Administration

Rice Park Capital Administration LP is a personal funding agency managing funds and funding autos on behalf of institutional buyers, household places of work and excessive web price people. Its funding focus is to ship cycle-resistant returns to its restricted companions by unlocking worth in complicated alternatives within the residential and industrial mortgage and actual property sectors. For extra info, go to www.riceparkcapital.com.

Ahead-Trying Info

This information launch accommodates sure forward-looking statements and forward-looking info (collectively, “forward-looking info”) which replicate the expectations of administration relating to the Firm’s strategic initiatives, plans, enterprise prospects, and alternatives. Ahead-looking statements shouldn’t be learn as ensures of future occasions, efficiency or outcomes, and provides rise to the chance that administration’s predictions, forecasts, projections, expectations, or conclusions is not going to show to be correct, that the assumptions might not be appropriate and that the Firm’s future progress, monetary efficiency and aims and the Firm’s strategic initiatives, plans, enterprise prospects and alternatives, together with the period, impression of and restoration from the COVID-19 pandemic, is not going to happen or be achieved. Any info contained herein that isn’t based mostly on historic details could also be deemed to represent forward-looking info throughout the which means of Canadian and United States securities legal guidelines. Ahead-looking info could also be based mostly on expectations, estimates and projections as on the date of this information launch, and could also be recognized by the phrases “could”, “would”, “may”, “ought to”, “will”, “intend”, “plan”, “anticipate”, “consider”, “estimate”, “count on” or comparable expressions. Ahead-looking info could embody however isn’t restricted to: the positioning and product choices of Blue Water following the completion of the Acquisition; expectations for the consequences of sure milestones or the power of Blue Water or the Firm to efficiently obtain sure enterprise aims; the meant use of proceeds of the Personal Placement and the receipt of ultimate approval from the TSXV, the consequences of surprising prices, liabilities or delays; success of software program actions; expectations for different financial, enterprise, environmental, regulatory and/or aggressive elements associated to the Firm, or the true property business typically; anticipated future manufacturing prices; and different occasions or circumstances that will happen sooner or later. Traders are cautioned that forward-looking info isn’t based mostly on historic details however as a substitute displays estimates or projections regarding future outcomes or occasions based mostly on the opinions, assumptions and estimates of administration thought of affordable on the date the knowledge is offered. Though the Firm believes that the expectations mirrored in such forward-looking info are affordable, such info entails dangers and uncertainties, and undue reliance shouldn’t be positioned on such info, as unknown or unpredictable elements may have materials adversarial results on future outcomes, efficiency, or achievements of the Firm. Among the many key elements that might trigger precise outcomes to vary materially from these projected within the forward-looking info embody however are usually not restricted to: extra prices associated to acquisitions; integration of acquired companies; implementation of latest merchandise; altering world monetary circumstances, particularly in gentle of the COVID-19 world pandemic; reliance on particular key workers and prospects to keep up enterprise operations; competitors throughout the Firm’s business; failure to acquire required authorities or regulatory physique approvals for acquisitions; a danger in technological failure, failure to implement technological upgrades, or failure to implement new technological merchandise in accordance with anticipated timelines; altering market circumstances; failure of governing businesses and regulatory our bodies to approve using services and products developed by the Firm; the Firm’s dependence on sustaining mental property and defending newly developed mental property; working losses and destructive money flows; and forex fluctuations. Accordingly, readers mustn’t place undue reliance on forward-looking info contained herein.

This forward-looking info is offered as of the date of this information launch and, accordingly, is topic to alter after such date. The Firm doesn’t assume any obligation to replace or revise this info to replicate new occasions or circumstances besides as required in accordance with relevant legal guidelines.

Neither the TSXV nor its Regulation Providers Supplier (as that time period is outlined within the insurance policies of the TSXV) accepts accountability for the adequacy or accuracy of this information launch.

Voxtur’s frequent shares are traded on the TSXV beneath the image VXTR and within the US on the OTCQB beneath the image VXTRF.

Contact:

Jordan Ross
Chief Funding Officer
Tel: (416) 708-9764
jordan@voxtur.com

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1 TTM income and web earnings represents Blue Water’s unaudited income and web earnings for the twelve (12) months ended July 31, 2022. All quantities are unaudited and topic to remaining adjustment, ready in accordance with US GAAP and introduced in US {dollars} until in any other case famous. Readers are cautioned that previous efficiency isn’t indicative of future efficiency.



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