Universal PropTech Inc. (TSXV:UPI.H) entered into a binding letter of intent to acquire 100% stake in Xemoto Media Ltd. on September 15, 2023. UPI will acquire all of the issued and outstanding Xemoto Securities, and securityholders of Xemoto will receive UPI Securities in exchange for their Xemoto Securities. Pursuant to the Proposed Transaction: (i) holders of Xemoto Shares will receive 0.225 of a common share in the capital of UPI for each Xemoto Share held; and (ii) all outstanding securities convertible into Xemoto Shares shall be exchanged, based on the Exchange Ratio, for equivalent securities to purchase UPI Shares on substantially similar terms and conditions. It is expected that, upon completion of the Proposed Transaction, the Resulting Issuer will have approximately 88.95 million shares issued and outstanding on an undiluted basis. Upon completion of the Proposed Transaction, it is expected that: (i) the former shareholders of Xemoto will hold approximately 44.7% of the Resulting Issuer Shares; and (ii) the former shareholders of UPI will hold approximately 55.3% of the Resulting Issuer Shares, on an undiluted basis. On a pro- forma basis, it is anticipated that the Resulting Issuer will have approximately CAD 3 million in cash available upon the completion of the Proposed Transaction. Certain UPI Shares to be issued pursuant to the Proposed Transaction are expected to be subject to restrictions on resale or escrow under the policies of the CSE, including the securities to be issued to principals, which will be subject to the escrow requirements of the CSE.

Closing of the Proposed Transaction will be subject to a number conditions, including, without limitation: approval of the Proposed Transaction by the boards of directors of UPI and Xemoto; completion of satisfactory results from due diligence investigations for each of the parties; execution of a definitive agreement effecting the Proposed Transaction (the ?Definitive Agreement?); receipt of all regulatory approvals with respect to the Proposed Transaction and the listing of the Resulting Issuer Shares on the CSE; and approval of the Proposed Transaction by the shareholders of Xemoto. There can be no assurance that all of the necessary regulatory and shareholder approvals will be obtained or that all conditions of closing will be met. The Proposed Transaction is not a non-arm?s length transaction and is not subject to Multilateral Instrument.

The LOI contemplates that UPI and Xemoto will negotiate and enter into a definitive agreement in respect of the Proposed Transaction on or before October 31, 2023. In conjunction with and upon closing of the Proposed Transaction, the board of directors of the Resulting Issuer is expected to consist of seven directors and the management of the Resulting Issuer is expected to consist of 4 officers, all of whom will be nominated by Xemoto. The existing directors and officers of UPI will resign at or prior to closing of the Proposed Transaction. On closing of the Proposed Transaction, the Resulting Issuer is expected to change its name subject to UPI shareholder approval.
As of February 6, 2024, Xemoto and UPI entered into a definitive agreement. The deal is expected to be completed on or about May 31, 2024, subject to the satisfaction or waiver of all applicable conditions.
As of March 31, 2023, Xemoto reported revenues of CAD 0.3 million, operating loss of CAD 0.2 million and net loss of CAD 0.2 million. As of June 30, 2023, Xemoto reported total assets worth CAD 0.24 million and total liabilities of CAD 1.14 million.