Voxtur Shareholders for Accountability Set the Record Straight for Shareholders and Remind Shareholders to Vote for Much Needed Change to Board of Directors
The Incumbents desperately want your vote now, but you should consider that they set up an entirely virtual meeting to thwart verbal questions from shareholders and to avoid accountability at the AGSM
The Voxtur Shareholders for Accountability are shareholders – just like you! – and like you, want accountability and results
The Incumbents now want you to believe you only have two options: (1) re-elect us OR ELSE (2) cause an event of default under Voxtur's credit agreements and potentially expose the shareholders to having to pay Gary Yeoman an exorbitant sum under his employment agreement –the shareholders should never have been put into this situation
We have serious concerns about the poor judgement, and potential conflicts of interest and potential breaches of the duty of care displayed by the Incumbents who negotiated these agreements – they do not reflect putting the best interest of the shareholders first
The Voxtur Shareholders for Accountability urge all shareholders to vote for its highly qualified Board nominees
PLYMOUTH, Minn., June 24, 2024 /CNW/ - A group of shareholders (the "Voxtur Shareholders for Accountability", "we", "us", or "our") of Voxtur Analytics Corp. (TSXV: VXTR) (OTCQB: VXTRF) ("Voxtur" or the "Company"), wishes to set the record straight for Voxtur shareholders regarding the recent statements made by Voxtur's entrenched board of directors and certain members of the management team (the "Incumbents"), and reaffirm our support for our six highly qualified nominees (the "Shareholder Nominees") to be elected to the board of directors (the "Board") at Voxtur's Annual General and Special Meeting (the "AGSM") scheduled to be held virtually at https://virtualmeetings.tsxtrust.com/en/1654 (password: voxtur2024) on Friday, June 28, 2024 at 9:00 a.m. (Eastern Time).
Having now engaged Laurel Hill Advisory Group to support their campaign against accountability – all at additional unnecessary and undisclosed cost to be borne by Voxtur shareholders – the Incumbents make numerous serious and false statements targeted at the Voxtur Shareholders for Accountability and our objectives. We feel it is necessary to provide a detailed response so that all Voxtur shareholders can make an informed voting decision.
Voxtur's Claim: The Shareholder Nominees' Interests are not Aligned with Other Shareholders
TRUTH: The Voxtur Shareholders for Accountability are led by RPC Ventures Fund 1, LP ("RPC"), and have received support from additional Voxtur shareholders, who together with RPC hold in the aggregate approximately 19.3% of the total issued and outstanding common shares of Voxtur (the "Voxtur Shares").1 To be clear, this is not a "take-over" as the Incumbents have alleged. Rather, maximization of shareholder value is our sole objective and we have no ulterior motives or any other purpose. We are not secured creditors of the Company, or creditors of any sort, and we have no practical ability or intention, or incentive to push Voxtur into insolvency in order to acquire the assets of Voxtur at a significant discount as the Incumbents have cynically claimed – given that insolvency would mean, by definition, that our interest and our supporters' interests would be worthless. Aside from Voxtur's Chair and Interim CEO, Gary Yeoman, no current member of Voxtur management nor any of their proposed board nominees holds a meaningful number of Voxtur Shares. Yet, the Incumbents hypocritically insist that our interests are not aligned with the interests of other shareholders. It is obvious that the Incumbents' interests are not aligned with Voxtur shareholders.
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1
As at May 17, 20024 (the record date for the AGSM), Voxtur reports that it had 721,276,024 Voxtur Shares issued and outstanding.
Voxtur's Claim: There are Concerns that the Shareholder Nominees have Acted Improperly
TRUTH: The Incumbents have commented that the Shareholder Nominees may be acting "jointly or in concert", without any supporting facts or explanation. Instead of constructively engaging with the Voxtur Shareholders for Accountability, the Incumbents are now attempting to paint the Shareholder Nominees as "joint actors" in what we believe is a bad faith effort to frustrate our ability to exercise one of the most fundamental rights we hold as Voxtur shareholders: the right to elect the directors of Voxtur. And, most importantly, we do not believe management's slate of proposed directors has the necessary experience or track record to accomplish what is needed by Voxtur at this time.
To be clear, none of the Voxtur Shareholders for Accountability nor any of the Shareholder Nominees have, in any way, used any material non-public information or insider information regarding the Company, nor have they acted jointly or in concert in any manner contrary to securities laws. Accordingly, Voxtur's allegations in this regard are nothing more than misplaced fear mongering.
Voxtur's Claim: The Election of the Shareholder Nominees May Trigger an Event of Default
TRUTH: The Incumbents have made vague assertions that a vote for the Shareholder Nominees risks triggering an event of default under "certain covenants in the Company's credit agreements". We welcome the opportunity to review and consider the credit agreements. It goes without saying that the Shareholder Nominees will work proactively with BMO with respect to credit agreement matters. However, in an intolerable failure to comply with good corporate governance practices and applicable Canadian securities laws, Voxtur either refuses or in any case has failed to publicly file such material agreements on SEDAR+. We have demanded that Voxtur's management immediately publicly file the credit agreements so that all Voxtur shareholders have an opportunity to consider the Incumbents' alarmist comments and we reiterate that demand in this press release.
We have serious concerns about the judgment of a board of directors and management team that would agree to "change of control" covenants in Voxtur's credit agreements that effectively limit Voxtur shareholders to two options: (1) vote for the Incumbents OR ELSE (2) trigger an event of default under your Company's credit agreements. If, in fact, the Incumbents have agreed to bind Voxtur to these draconian terms, we have profound concerns that the Incumbents may have breached their duty of good faith and loyalty and their duty of care they owe to the Company and you, the Voxtur shareholders.
On the topic of events of default, Voxtur has disclosed that Gary Yeoman's employment agreement contains a change of control provision that, if triggered, requires Voxtur to pay his annual base salary for the "balance of the eight-year term of his contract" or such other amount as the TSX Venture Exchange (or other applicable stock exchange) may allow. You read that right: Voxtur's board of directors and management were so uncertain that the TSX Venture Exchange (or other applicable stock exchange) would allow such eye-watering golden parachute payments, that they simply agreed that Voxtur would pay Gary Yeoman the maximum that the stock exchange would actually allow. As a reminder, Gary Yeoman's annual base salary is US$1,000,000. Moreover, if the change of control occurs after January 29, 2027, the amount of Gary Yeoman's golden parachute payments are double his annual salary. This incentive structure certainly raises questions about the Incumbents' motives in resisting the election of the Shareholder Nominees.
Voxtur's Claim: The Incumbents Have Made Meaningful Progress in Voxtur's "Turnaround"
TRUTH: In their June 21, 2024 press release, the Incumbents claim to have executed on a "comprehensive strategy aimed at enhancing long-term shareholder value" over the past fourteen months. Despite these claimed efforts, the position of Voxtur shareholders during the past fourteen months has deteriorated significantly, with trading prices for Voxtur Shares declining by over 60% and trading volumes declining by over 88%.2
In the June 21, 2024 press release, the Incumbents also disclosed for the first time that in January 2024 the Company had engaged a financial advisor to conduct a strategic review. We think it is a fair question to ask: how is it possible that under the Incumbents' supervision, the strategic review has failed to locate a value-unlocking transaction in the nearly seven months since its commencement?
Voxtur's Claim: The Shareholder Nominees Lack Qualifications
TRUTH: The Incumbents have claimed that the Shareholder Nominees lack experience to lead Voxtur. On the contrary, it is obvious that the Incumbent's nominees for the Board are simply out of their depths. As the Incumbents themselves have stated, Blue Water Financial Technologies, LLC and Blue Water Financial Technologies Services, LLC (collectively "Blue Water") is a "prized asset" of Voxtur and key to Voxtur's future. The experience gained by several of the Shareholder Nominees in the course of the growth of Blue Water will be key to righting the ship for Voxtur.
The Incumbents have also failed to consider the importance of the Blue Water teams, including Alan P. Qureshi, and the devastating loss to Voxtur in the event of Mr. Qureshi's departure from Blue Water.
Voxtur's Claim: Support the Incumbents to Support your Investment
TRUTH: Voxtur's management chose to set up the AGSM in an entirely virtual format. We understand that at the AGSM, shareholders will not be permitted to ask verbal questions and all motions and comments are required to be made by text. Make no mistake – the Incumbents chose this entirely virtual format and we think it is fair to ask: did they set up the AGSM in an entirely virtual format to insulate themselves from constructive verbal engagement with shareholders? If they did, why trust a board/management team that deliberately puts up roadblocks for you to exercise your rights as a shareholder?
Voxtur's Claim: The Incumbents Have No Credible Plan
TRUTH: The Voxtur Shareholders for Accountability have been transparent and forthright from the beginning. In our June 19, 2024 press release we outlined a six-point plan that just makes sense:
Install a Board and management team with expertise in the US residential mortgage market.
Implement a long-term strategic plan for sustainable shareholder performance.
Conduct a strategic asset review to identify opportunities for value creation.
Enhance the transparency of financial reporting.
5Optimize Voxtur's corporate structure.
Install transformational leadership change for Voxtur.
The Incumbents would have you believe that they are diligently executing on an effective strategy. This could not be further from the truth. The fact is that: chaos reigns supreme at Voxtur. Take these recent examples:
Gary Yeoman stated that the Voxtur's Real Property Tax Assessment software and tax business (RPTA) could be bigger than Blue Water.3 Any material uptake of RPTA would require a fair and public request for proposal (RFP) process by a taxing authority. Yet, it has been years since Voxtur shareholders have heard any meaningful updates on RPTA, let alone any developments regarding Voxtur's participation in an RFP.
At one point, Voxtur stated that Voxtur AOL (attorney opinion letter) would drive innovation and change.4 Despite the potential we see in Voxtur AOL, we have yet to see any traction and for some reason, the Incumbents have swept this offering under the rug.
The Incumbents are grasping at straws and lack a coherent plan. It is time for Voxtur to be proactive (not reactive) with respect to Voxtur's business. The Voxtur Shareholders for Accountability have the required proactive plan.
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)
If you have misplaced your form of proxy or voting instruction form, or if you have 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.
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 OntarioBusiness 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 2P8.
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 have 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 Voxtur Shares 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 Voxtur Shares 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 Voxtur Shares have signed support letters in favor of the Shareholder Nominees, representing approximately 19.3% of the total issued and outstanding Voxtur Shares 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.
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.
