VXTRF - Voxtur Shareholders for Accountability File Information Document and Nominate Alternative Directors for Company's Upcoming Annual and Special Meeting | Benzinga

• 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
• 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

PLYMOUTH, Minn., June 19, 2024 /PRNewswire/ - 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"), including Nicholas H. Smith, the former Chairman of Voxtur, announce that they are seeking to reconstitute the board of directors of Voxtur (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). The Voxtur Shareholders for Accountability are nominating six highly qualified individuals at the AGSM.

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 (collectively, the "Shareholder Nominees"). For additional details on the Shareholder Nominees, see "Information Concerning the Shareholder Nominees" below.

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 9:00 a.m. (Eastern Time), on Wednesday, June 26, 2024 (or any earlier deadline indicated by your broker).

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 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.

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.

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 ...

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