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As a result, we believe the Board ought to immediately commence a strategic review process that will encompass an evaluation of the Company's current strategic direction, operations, market valuation and capital structure. The strategic review process ought to consider appropriate strategic, business and financial alternatives for the Company, which may include, without limitation, a corporate sale, a merger or other business combination, a sale of all or a portion of the Company's assets, strategic investment, or continuation as a standalone publicly traded company.

High Level Results Reflect the Symptoms

Voxtur's current management team has had sufficient time to successfully execute the Company's business plan but has failed to do so at the expense of shareholders. These failures have resulted in:

• losses from continuing operations in each of the last five years, including a Q4 2023 adjusted EBITDA¹ loss from continuing operations of approximately C$3.9 million and Q1 2024 adjusted EBITDA loss from continuing operations of C$665,000;

• an approximate 95% decline in the price of the Company's common shares from the peak price on April 18, 2022, to its closing price on May 17, 2024 (the record date for the AGSM);

• approximately C$307 million in cumulative losses from 2019 to Q1 2024²;

• an approximate 83% decline in liquidity of the common shares from Q1 2021 to Q1 2024³; and

• "going concern" opinions from the Company's auditor in each of the past two financial years.

The Company's pattern of losses can continue no longer. Voxtur's shareholders have a vote and we urge the shareholders to make their voice heard and to replace Voxtur's current Board. In the interim, the Voxtur Shareholders for Accountability remain willing to engage directly and constructively with the Board to ensure a smooth transition after the AGSM.

Potential Causes of Voxtur's Anemic Performance

1.      Voxtur lacks a coherent strategic plan.

Voxtur lacks a clear strategic plan, brand position and vision to execute and communicate to shareholders. In order to be successful, the Board and management must develop and execute a strategic plan and articulate the plan to the shareholders.

2.      Voxtur's current management team lacks any material experience in the US residential mortgage market.

Not one of management's Board nominees has any material expertise in a residential PropTech⁴ or FinTech⁵ domain areas. As these domains pose unique challenges, the Company requires experienced leadership to formulate a credible and cogent go-to-market strategy.

3.      Voxtur's corporate structure is costly and inappropriate for the size of the underlying business.

For too long, the Board has presided over run-away costs at the corporate level, which have not yielded results for the Company or its shareholders. In fact, to pay for these costs, the Board has diluted Voxtur's shareholders through equity raises. The Company's bloated corporate cost structure must be reigned in to achieve positive results for its shareholders. Examples of such bloated costs include:

• • Annual base salary of Gary Yeoman, Interim Chief Executive Officer and Chairman of US$1,000,000 per his most recent employment agreement entered into on January 29, 2021 (Mr. Yeoman's annual base salary under his previous employment agreement with Voxtur, entered into on April 2, 2018, was C$325,000);
    
    

  • Consulting fees paid to Yeoman & Company Paralegal Professional Corporation ("YCP") based on a consulting agreement entered into between YCP and Voxtur (the "Consulting Agreement") for approximately C$388,000. Two of the principals of YCP are the sons of Gary Yeoman. The term of the Consulting Agreement runs until December 2034; and
    
    

  • Payments of approximately C$462,750 in director and committee fees made over the last two fiscal years to two of Voxtur's proposed independent directors.

The Shareholder Nominees have both the experience and a clear plan to address the urgent challenges that Voxtur faces head-on.

Proposed Remedies

1.      Install a Board and management team with expertise in the US residential mortgage market.

The majority of Voxtur's clients and prospective clients conduct business within the United States. The Shareholder Nominees possess over 135 years of leadership experience in the US residential mortgage sector. This level of expertise is not mirrored by the current Board or management team. In recent years, Voxtur has witnessed significant turnover in its executive team and Board, including the departure of the CEO, CFO, CRO and COO, among others. This turnover suggests potential issues at the Board and/or management levels. It is imperative for Voxtur to urgently recruit and retain leaders who have the requisite experience, vision, and confidence to implement the necessary operational changes and mortgage-focused innovations for a prosperous future. The Shareholder Nominees embody these attributes and are ready to lead the execution.

With good corporate governance principles in mind, the Voxtur Shareholders for Accountability propose that Mr. Hilligoss serve as the Board's independent Chair and Chair of the Audit Committee and Mr. Smith serve as Chair of the Nomination-Compensation and Governance Committee. Messrs. Smith and Bixby will join Mr. Hilligoss to form the Company's Audit Committee and Messrs. Hilligoss and Bixby will join Mr. Smith to form the Nomination-Compensation and Governance Committee.

The Voxtur Shareholders for Accountability further seek to appoint Alan P. Qureshi, the Company's current President of Capital Markets, as the Chief Executive Officer of the Company. As further described below, Mr. Qureshi amply possesses both the requisite leadership track record and industry experience to right the ship and to execute on a value-creating business plan for all Voxtur shareholders.

2.      Implement a long-term strategic plan for sustainable shareholder performance.

The Shareholder Nominees are committed to a long-term strategy, rather than a short-term trading approach in order to generate sustainable performance for all shareholders. The Shareholder Nominees will implement a clear strategy and vision for the future, which is expected to include stringent expense management and operational enhancements to improve profit margins. We anticipate a swift establishment of:

(i) a strategic framework for core and non-core assets;

(ii) an operational vision, which emphasizes the expansion of the Blue Water (as defined herein) franchise; and

(iii) a comprehensive operational plan aimed at managing expenses, optimizing the corporate structure, and maximizing shareholder returns.

3.      Conduct a strategic asset review to identify opportunities for value creation.

Drawing upon their extensive experience in the US mortgage market, the Shareholder Nominees will assess the Company's core and non-core assets and explore strategic alternatives to enhance shareholder value.

4.      Enhance the transparency of financial reporting.

Voxtur's quarterly reporting is superficial and lacks key insights to the Company's business. For the Company's stock price to recover, the Shareholder Nominees believe that investors require quality information (e.g., insight to the industry) so they can make informed business decisions. As a result, the Shareholder Nominees intend to implement business unit-specific reporting with consistent and transparent information, and to provide clear and regular reporting intervals.

5.      Optimize Voxtur's corporate structure.

With trailing selling and business development, and general and administration expenses exceeding C$8.7 million for Q1 2024, Voxtur is projected to incur approximately C$35 million in annual expenses. These figures are unsustainable for a company of Voxtur's scale and the Company's financial statements indicate that it cannot maintain the current level of expenditures. While we acknowledge current management's recognition of the Blue Water subsidiary's growth potential, the execution in terms of reporting, expense management, and corporate overhead has been deficient, resulting in what appears to be an untenable financial burden for the Company. The Shareholder Nominees intend to promptly address excessive corporate spending, minimize bureaucracy, and execute a strategic vision. They also intend to leverage the existing management team from Blue Water (a subsidiary of the Company) and supplement that with external public company focused resources for hire in order to reduce costs dramatically and streamline results.

6.      Transformational Leadership for Voxtur

The necessary changes for Voxtur will not be without challenges. Transformation must originate from the top, starting with the Board leadership. This Board requires leaders who possess credibility, operational acumen, relevant industry experience, and a robust vision for the future, particularly during challenging times. Furthermore, it is essential for Voxtur's employees to feel understood and for clients to be assured that their voices are being heard.

Information Concerning the Shareholder Nominees

The six nominees that the Voxtur Shareholders for Accountability are nominating are Nicholas H. Smith, Alan P. Qureshi, Chris B. Bixby, Jeffrey A. Hilligoss, Chad Neel and Thomas J. Holthus. A brief biography for each of the Shareholder Nominees is set out below:

Nicholas H. Smith: is the Founder, Managing Partner and Chief Executive Officer of Rice Park, overseeing all aspects of Rice Park's strategies and operations. Mr. Smith brings nearly 25 years of experience to his role. Before founding Rice Park, Mr. Smith served as Chief Investment Officer of Blackstone's private residential mortgage real estate investment trust and was the Co-Founder and Chief Investment Officer of Finance of America Companies (NYSE: FOA), a Blackstone portfolio company. Prior to Blackstone, Mr. Smith served as Managing Director of Two Harbors Investment Corp (NYSE: TWO), where he built and led the investment platform for mortgage servicing rights and residential whole loans. From 2004 to 2012, Mr. Smith served in a variety of areas for Green Tree Investment Management ("GTIM"). As Chief Investment Officer, he was responsible for the residential mortgage investment platform of Green Tree Holdings, GTIM's parent company, and its affiliate, Green Tree Servicing. He also served as the Senior Portfolio Manager for the SerVertis Master Fund I LP, a US$1.45 billion re-performing mortgage loan investment fund co-managed by GTIM. Mr. Smith worked at GMAC ResCap (formerly GMAC-RFC) from 1998 to 2004, and has served in a variety of roles on the mortgage trading desk and in corporate development, where he led the valuation of equity investments in U.S., Asian and European consumer finance companies.

Mr. Smith studied economics as an undergraduate at the University of Minnesota and was a Master of Science, Quantitative Finance candidate at the University of London; he is currently a member of the CFA Institute and CFA Society of Minnesota.

Alan P. Qureshi: serves as the President of Blue Water Financial Technologies Holding Company, LLC ("Blue Water"), whose mission is to digitize the mortgage asset primary and secondary market(s). Blue Water, as a key subsidiary, significantly drives revenue for its parent company, Voxtur. With over 25 years of experience in the Capital Markets and Mortgage Industry, Mr. Qureshi oversees both the Blue Water Financial Technologies, LLC a registered investment advisor (in the United States) and Blue Water Financial Technologies Services, LLC, the technology arm of the Blue Water. which specializes in the automated valuation, trading, quality assurance, transfer and diligence of various mortgage assets. Following the acquisition of Blue Water in 2022, Mr. Qureshi became a significant shareholder of Voxtur, having invested additional proceeds into the company.  Since the acquisition, Mr. Qureshi and his team have expanded Blue Water's suite of products and services to include pre-close quality assurance, loan level optimization, warehouse solutions, third party rating review ready solutions and token-ready services. Additionally, Mr. Qureshi has added significant scale to the platform with now greater than 500 originators currently engaged through Blue Water's transaction platform(s). Lastly, Mr. Qureshi has added additional platforms and products – to include whole loan, non-qualified mortgages (non-qm), reverse mortgages and second liens. Prior to co-founding Blue Water with a like-minded team of innovators and capital markets experts in 2018, Mr. Qureshi served as the President of Incenter Portfolio Advisors, and as the Head of Mortgage Servicing Hedging and Hedging Analytics at U.S. Bank where he conceptualized and implemented the banks model shift from a Static valuation model to OAS. Earlier in his career, Mr. Qureshi also held MSR, analytic, hedging and trading appointments for JP Morgan, Merrill Lynch, and Diamondback Capital.

Mr. Qureshi holds a Bachelor of Applied Science and Engineering from the University of Toronto. He also obtained his Master of Business Administration from New York University's Stern School with a specialization in Finance and Economics, and holds dual citizenship from both Canada and the United States of America.

Chris B. Bixby: Mr. Bixby has a diverse background, having served both in investment and entrepreneurial roles. Mr. Bixby is Managing Director, Strategic Equity Investing for Rice Park Capital Management and is responsible for sourcing, underwriting, structuring and managing investments in early to mid-stage technology companies operating in the residential and commercial real estate, mortgage, and payments sectors. He is also Chair of the Board at Candor Technology, Inc. ("Candor Technology"), an automated underwriting platform, and serves as an advisory board member for several PropTech companies. Prior to Rice Park, Chris was Vice President of Growth at Sezzle, a rapidly growing FinTech, where he was focused on building strategic partnerships with enterprise retailers. He joined pre-IPO as Vice President of Marketing and led the successful rebranding efforts. Mr. Bixby began his career on Wall Street, working as an investment banking analyst in mergers and acquisitions at Jefferies, LLC, and later as a private equity associate at Castle Harlan, a US$1 billion fund, where he invested in middle-market private equity transactions.

Mr. Bixby received his A.B. from Bowdoin College, majoring in Economics and Government & Legal Studies. He earned his MBA from Harvard Business School.

Jeffrey A. Hilligoss: Mr. Hilligoss is an accomplished business leader with a 36-year track record of building and leading high-performing and cross-organizational teams to create value, manage risk, and develop resilient practices in the financial markets. Mr. Hilligoss has demonstrated success throughout his career in C-Suite, functional, and transactional leadership roles with Castlelake L.P, DiTech Holdings (Green Tree Investment Management), GMAC ResCap, Cargill Financial Services Corp., US Bank, and HSBC. Mr. Hilligoss has functional expertise as the chief executive of an SEC-registered alternative investment adviser and roles leading corporate strategy, business development, risk management, and special and distressed situations, including a track record of successful business formations, turnarounds, acquisitions, and divestitures. In 2016, Mr. Hilligoss founded The Upper Bound, an independent boutique business advisory, consulting, and interim management services practice, serving alternative asset managers, institutional investors, portfolio companies, and operating platforms active in the private capital markets.

Mr. Hilligoss holds a Bachelor of Science in biochemistry from Indiana University (1985), an MBA from the Tepper School of Business at Carnegie Mellon University (1987), and is a graduate of the Wharton/Spencer Stuart Director's Institute at the University of Pennsylvania  (1996).

Chad Neel: Mr. Neel has over twenty-five years of experience in the mortgage industry, with a successful background running multiple business lines from technology startup companies to large national service providers, including Appraisal Management Companies (AMC), Asset Management, Auction, Escrow/Closing Management, Field Services, Legal Services, and National Title Operations. He has been involved in multiple startup businesses and serves on various executive and advisory boards. Mr. Neel was the CEO of the company that introduced and patented the first online trading exchange for pricing and locking loans. He then worked for over ten years, running multiple business lines for Fidelity National Financial Financial/Lender Processing Services, with a history of turning around troubled businesses and experience managing volumes that exceeded a million service transactions per month. Most recently, he serves as the Chief Executive of McCarthy & Holthus, LLP, a multistate law firm recognized as a leading service provider.

Mr. Neel has his Bachelors Degree in Finance and Accounting from Oklahoma State University in 1991.

Thomas J. Holthus: Thomas J. Holthus is a founding partner of McCarthy & Holthus, LLP, a multi-jurisdictional law firm based in San Diego, California. Mr. Holthus has received an AV Preeminent® rating from Martindale Hubbell. Mr. Holthus focuses on representing banks and other financial institutions in creditor's rights involving loan workouts, litigation, foreclosure, and bankruptcy matters. Mr. Holthus is licensed to practice law in the states of California, Nevada, and Nebraska. Mr. Holthus has been a partner in McCarthy & Holthus, LLP since 1999.

Mr. Holthus received his juris doctorate from California Western School of Law in 1984 and a Bachelor of Science in Business Economics from Arizona State University in 1980.

Messrs. Smith and Bixby both have extensive experience in the PropTech field and directly and indirectly hold and/or manage investments and positions with other PropTech ventures. Such investments and positions are with businesses that deal in mortgage servicing rights, including Candor Technology. The Shareholder Nominees believe that the prior and current PropTech experiences of Messrs. Smith and Bixby are complementary to, and do not conflict with, the proposed strategic review process of the Company since, among other things, total size of the mortgage market is vast in comparison to the market size of any one business in mortgage space and the prior PropTech experience gained by Messrs Smith and Bixby is immensely valuable to understand the competitive landscape faced by the Company and to shape the Company's strategy going forward.

Additional information concerning the Shareholder Nominees can be found in an information document (the "Information Document") filed by the Voxtur Shareholders for Accountability under the Company's SEDAR+ profile at www.sedarplus.ca containing the disclosure required under section 9.2(6) of National Instrument 51-102 – Continuous Disclosure Obligations ("NI 51-102") in respect of the Shareholder Nominees. Shareholders are strongly encouraged to review the Information Document.

As of the date of this press release, shareholders holding approximately 139,277,306 common shares of Voxtur have signed support letters in favor of the Shareholder Nominees, representing approximately 19.3% of the total issued and outstanding common shares of Voxtur as of the record date for the AGSM.

How to Vote for the Shareholder Nominees

You can vote for the Shareholder Nominees using the form of proxy or voting instruction form that you received with your materials for the AGSM by doing the following prior to 9:00 a.m. (Eastern Time), on Wednesday, June 26, 2024 (or any earlier deadline indicated by your broker).

• insert the names "Nicholas H. Smith, or failing him, Alan P. Qureshi" (the "Voxtur Shareholders for Accountability Representatives") as your proxyholder on the reverse side of the proxy form or voting instruction form, in the blank space labeled, "PLEASE PRINT APPOINTEE NAME" that is provided;
  
  

• do not provide any voting instructions for the election of directors (i.e., do not check any of the "for" or "withhold" boxes for any of management's director nominees);
  
  

• do not provide any voting instructions for setting the number of directors at four (i.e., do not check either of the "for" or "against" boxes); and
  
  

• otherwise properly complete, sign, date and return your form of proxy or voting instruction form (either by registered mail or courier, facsimile, or via the Internet) by carefully following the instructions provided on your form of proxy or voting instruction form. You cannot vote by telephone if you want to support the Shareholder Nominees.

Please also send a copy of your form of proxy or voting instruction form (or a written confirmation if you vote via the Internet) to the attention of Nicholas H. Smith by email to: inquiries@riceparkcapital.com.

If you appoint the Voxtur Shareholders for Accountability Representatives as your proxyholder with discretionary authority for the election of directors, your common shares will be voted FOR the Shareholders Nominees.

Even if you have already voted for management's director nominees, you can change your vote by executing another form of proxy bearing a later date and depositing it prior to 9:00 a.m. (Eastern Time), on Wednesday, June 26, 2024, if you are a registered shareholder. If you are a beneficial shareholder who has voted by proxy through your intermediary, please contact your intermediary immediately to obtain instructions on the procedures you need to follow to change your voting instructions. The change or revocation of voting instructions by a beneficial shareholder can take several days or longer to complete and, accordingly, needs to be completed well in advance of the deadline set by your intermediary or its service company.

If you have misplaced your form of proxy or voting instruction form, or if you have any questions or need assistance in completing and submitting your proxy or voting instruction form or changing your vote, please contact Nicholas H. Smith by email to: inquiries@riceparkcapital.com.

YOUR VOTE IS EXTREMELY IMPORTANT. PLEASE VOTE NO LATER
THAN 9:00 a.m. (EASTERN TIME) ON WEDNESDAY, JUNE 26, 2024 (OR EARLIER IF REQUIRED BY YOUR BROKER).

Additional Information | Information in Support of Public Broadcast Exemption

The following information is provided in accordance with Canadian corporate and securities laws applicable to public broadcast solicitations. The Voxtur Shareholders for Accountability are relying on the exemption under section 9.2(4) of NI 51-102 and section 112 (1.2) of the Ontario Business Corporations Act to make this public broadcast solicitation.

This solicitation is being made by the Voxtur Shareholders for Accountability and not by or on behalf of the management of Voxtur. The registered office address of Voxtur is located at 543 Ridout Street N, London, Ontario, Canada, N6A 2PB.

The Voxtur Shareholders for Accountability have filed this press release containing the information required by section 9.2(4)(c) of NI 51-102 and has filed the Information Document containing the information required by section 9.2(6) of NI 51-102 and Form 51-102F5 - Information Circular in respect of the Shareholder Nominees on the Company's profile on SEDAR+ at www.sedarplus.ca.

The Voxtur Shareholders for Accountability may solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, conveyed by way of public broadcast, including through press releases, speeches or publications, and by any other manner permitted under applicable Canadian laws. All costs incurred for the solicitation will be borne by the Voxtur Shareholders for Accountability.

A registered holder of common shares of Voxtur that gives a proxy may revoke it: (a) by completing and signing a proxy bearing a later date and depositing it in accordance with the instructions contained in Voxtur's management information circular; (b) by depositing an instrument in writing revoking the proxy executed by the shareholder or by the shareholder's attorney authorized in writing (i) at Voxtur's registered office at any time up to and including the last business day preceding the day of the AGSM or any adjournment thereof at which the proxy is to be used, or (ii) with the Chair of the AGSM immediately prior to the AGSM being called to order or any adjournment thereof; or (c) in any other manner permitted by law.

A non-registered holder of common shares of Voxtur will be entitled to revoke a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary in accordance with the instructions given to the non-registered holder by its intermediary. It should be noted that revocation of proxies or voting instructions by a non-registered holder can take several days or even longer to complete and, accordingly, any such revocation should be completed well in advance of the deadline given in the form of proxy or voting instruction form by the intermediary or its service company to ensure it is effective.

As of the date of this press release, shareholders holding approximately 139,277,306 common shares of Voxtur have signed support letters in favor of the Shareholder Nominees, representing approximately 19.3% of the total issued and outstanding common shares of Voxtur as of the record date for the AGSM.

Additional Information | Interest in Matters to be Acted Upon at the AGSM

Mr. Qureshi's employment agreement with Blue Water Financial Technologies, LLC (a wholly-owned indirect subsidiary of the Company) provides that the severance amount for termination without cause, or resignation by Mr. Qureshi citing a "good reason" (as defined in the employment agreement), within six (6) months prior to or twelve (12) months after a "change in control" (which includes the election of the Shareholder Nominees to the Board, in addition to other events described in the employment agreement), be equal to three times Mr. Qureshi's annual base salary then in effect and his average annual incentive compensation during the term of his employment.

With the exception of the foregoing, to the knowledge of Voxtur Shareholders for Accountability, none of the Voxtur Shareholders for Accountability or any of the Shareholder Nominees or any of their respective associates or affiliates has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter currently known to be acted upon at the AGSM other than the election of directors. In addition, none of the Voxtur Shareholders for Accountability or any of the Shareholder Nominees or any of their respective associates or affiliates has any material interest, direct or indirect, in any transaction since the beginning of the Company's most recently completed financial year or in any proposed transaction that has materially affected or would materially affect the Company or any of its subsidiaries.

Disclaimer

The information contained or referenced herein is for information purposes only in order to provide the views of the Voxtur Shareholders for Accountability and the matters which the Voxtur Shareholders for Accountability believe to be of concern to shareholders described herein. The information is not tailored to specific investment objections, the financial situations, suitability, or particular need of any specific person(s) who may receive the information, and should not be taken as advice in considering the merits of any investment decision. The views expressed herein represent the views and options of the Voxtur Shareholders for Accountability, whose opinions may change at any time and which are based on the analyses of the Voxtur Shareholders for Accountability.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking information within the meaning of applicable securities laws. In general, forward-looking information refers to disclosure about future conditions, courses of action, and events. Forward-looking information in this press release may include, but is not limited to, statements of Voxtur Shareholders for Accountability regarding (i) the AGSM, including the intention of the Voxtur Shareholders for Accountability  to solicit proxies in connection therewith, (ii) the proposed reconstitution of the Board, (iii) the future of the Company and (iv) matters relating to the Company, including its business, operations, financial condition and strategic plan. All statements contained in this press release that are not clearly historical in nature or that necessarily depend on future events are forward‐looking, and the use of any of the words "anticipates", "believes", "expects", "intends", "plans", "will", "would", and similar expressions are intended to identify forward-looking statements. These statements are based on current expectations of the Voxtur Shareholders for Accountability and currently available information. Forward-looking statements are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate. The Voxtur Shareholders for Accountability undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable securities legislation.

Further Information

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SOURCE Voxtur Shareholders for Accountability