VXTRF - Voxtur Shareholders for Accountability Set the Record Straight for Shareholders and Remind Shareholders to Vote for Much Needed Change to Board of Directors | Benzinga

• 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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• 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 ...

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