Voxtur Shareholders for Accountability File Information Document and Nominate Alternative Directors for Company's Upcoming Annual and Special Meeting
- Shareholders holding approximately 19% of the outstanding Voxtur common shares express support for immediate board leadership change
- Board leadership change is required to address value destruction and Voxtur's anemic performance
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Al Qureshi , Voxtur's President of Capital Markets, to bring proven leadership track record and industry experience needed by Voxtur as new CEO - The Voxtur Shareholders for Accountability urge all shareholders to vote for its highly qualified Board nominees
The six nominees that the Voxtur Shareholders for Accountability are nominating are
As a Voxtur shareholder, you can VOTE FOR the Shareholder Nominees using the form of proxy or voting instruction form that you received with your AGSM materials from the Company. You must act quickly and before the deadline of
Please carefully read and follow the instructions below under the heading "How to Vote for the Shareholder Nominees" for more information about how to support the Shareholder Nominees.
The Voxtur Shareholders for Accountability have lost confidence in the Board and the current management team's ability to execute the Company's business plan for the benefit of shareholders. This is evidenced by a significant deterioration in financial performance and share price, the lack of market liquidity for the Company's common shares and the absence of coherent strategic direction from management.
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 ofC$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 onMay 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.
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1 Voxtur discloses adjusted EBITDA which is an unaudited non-GAAP measure and does not have any standardized meaning prescribed under IFRS and, therefore, may not be comparable to similar measures employed by other reporting issuers. For factors Voxtur believes are relevant in disclosing adjusted EBITDA, see Voxtur's financial statements and associated management discussion and analysis. Copies are available under Voxtur's SEDAR+_ profile at www.sedarplus.ca. |
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2 Based on comprehensive losses (in thousands of Canadian dollars) of |
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3 Trading in the Company's common shares was halted from |
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
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:
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- Annual base salary of
Gary Yeoman , Interim Chief Executive Officer and Chairman ofUS$1,000,000 per his most recent employment agreement entered into onJanuary 29, 2021 (Mr. Yeoman's annual base salary under his previous employment agreement with Voxtur, entered into onApril 2, 2018 , wasC$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 approximatelyC$388,000 . Two of the principals of YCP are the sons ofGary Yeoman . The term of the Consulting Agreement runs untilDecember 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.
- Annual base salary of
The Shareholder Nominees have both the experience and a clear plan to address the urgent challenges that Voxtur faces head-on.
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5 FinTech is software that seeks to make financial services and processes easier, faster and more secure. |
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
With good corporate governance principles in mind, the Voxtur Shareholders for Accountability propose that
The Voxtur Shareholders for Accountability further seek to appoint
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
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.
The six nominees that the Voxtur Shareholders for Accountability are nominating are
Chad Neel
:
Messrs. Smith and Bixby both have extensive experience in the
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.
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
- 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
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
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
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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
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,
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.
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.
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.
Further Information
SOURCE Voxtur Shareholders for Accountability