Universal PropTech Announces Debenture Conversion and Filing of Updated Early Warning Reports

Toronto, Ontario--(Newsfile Corp. - December 15, 2020) - Universal PropTech Inc. (TSXV: UPI) ("UPI" or the "Company") today announces that 2612489 Ontario Ltd. ("2612489"), Emtra Business Ventures Inc. ("Emtra") and Access Wealth Corp. ("Access" and collectively with, 2612489 and Emtra, the "Creditors") have converted an aggregate of $216,348.72 principal amount of Debentures and have filed updated early warning reports on SEDAR in connection with the conversion of Debentures held by each of them.

On July 14, 2020, the Company announced the closing of a non-brokered private placement (the "Offering"), consisting of $1,059,942 aggregate principal amount of 2020 Series A secured convertible debentures of the Company (each, a "Debenture"). The principal amount of the Debentures will be repaid, in cash, by the Company on the third anniversary of issuance ("Maturity") and will carry an interest rate of 12% per year compounded monthly and payable at Maturity. The Debentures are convertible into common shares of the Company at $0.05 per share for the first year the Debentures are outstanding and at $0.10 per share thereafter. In addition, an aggregate of 10,599,422 common share purchase warrants ("Warrants") were issued. Each Warrant is exercisable into one Common Share at an exercise price of $0.10 per Common Share for a period of three years from the date of issuance. On December 14, 2020, the Debentureholders set out below converted principal amount of Debentures.

2612489, 54 Brookwood Drive, Barrie, Ontario L4N 0Z1, converted an aggregate of $77,267.41 principal amount of Debentures for 1,545,348 Common Shares. Together with the Common Shares previously held by it, 2612489 now holds an aggregate of 2,363,067 Common Shares, representing 11.2% of the issued and outstanding Common Shares. In addition, 2612489 owns an aggregate of 772,674 Warrants, which are convertible into an aggregate of 772,674 Common Shares, which represents 3.5% of the Common Shares, on a partially diluted basis. After giving effect to the exercise of the Warrants, 2612489 would own, directly and indirectly, 3,135,741 Common Shares representing approximately 14.3% of the Common Shares, on a partially diluted basis.

Emtra, 77 King Street West, Suite 2905, Toronto, ON M5K 1H1, converted an aggregate of $61,813.91 principal amount of Debentures for 1,236,278 Common Shares. Together with the Common Shares previously held by it, Emtra now holds an aggregate of 1,317,954 Common Shares, representing 6.3% of the issued and outstanding Common Shares. In addition, Emtra owns an aggregate of 618,139 Warrants, which are convertible into an aggregate of 618,139 Common Shares, which represents 2.8% of the Common Shares, on a partially diluted basis. Prior to the closing of the Offering, Emtra owned an aggregate of 81,676 Common Shares. After giving effect to the exercise of the Warrants, Emtra would own, directly and indirectly, 1,936,093 Common Shares representing approximately 8.9% of the Common Shares, on a partially diluted basis.

Access, 100 King Stret West, Suite 5700, Toronto, Ontario, converted an aggregate of $77,267.41 principal amount of Debentures for 1,545,348 Common Shares. Together with the Common Shares previously held by it, Access now holds an aggregate of 2,363,067 Common Shares, representing 11.2% of the issued and outstanding Common Shares. In addition, 2612489 owns an aggregate of 772,674 Warrants, which are convertible into an aggregate of 772,674 Common Shares, which represents 3.5% of the Common Shares, on a partially diluted basis. After giving effect to the exercise of the Warrants, 2612489 would own, directly and indirectly, 3,135,741 Common Shares representing approximately 14.3% of the Common Shares, on a partially diluted basis.

Each of the Creditors acquired the (i) Common Shares on conversion of the Debentures, and (ii) Warrants for investment purposes and may, depending on market and other conditions, or as future circumstances may dictate, from time to time, increase or dispose of some or all of the existing or additional securities it holds or will hold, or may continue to hold its current position.

"With an already small principal amount of Debentures outstanding, this conversion is a show of confidence in the business of Universal PropTech and its business plan," commented Chris Hazelton, President and Chief Executive Officer of Universal PropTech.

This news release is issued pursuant to National Instrument 62-103 - The Early Warning System. A copy of the Early Warning Report will appear with the Company's documents on the SEDAR website at www.sedar.com.

About Universal PropTech Inc.

Universal PropTech Inc. (TSXV: UPI) is a leading building innovation company, selecting, integrating, deploying and maintaining PropTech in healthy buildings. As trusted advisors, we provide holistic evidence-driven solutions and services for building developers, owners and operators in Canada.

UPI operates through its wholly owned subsidiary, VCI Controls Inc. ("VCI"), a leading supplier and integrator of PropTech healthy building solutions and services. VCI is an industry leader in the acquisition and deployment of intelligent building technology, including the integration of all building systems utilizing the latest in communications technologies and standards. VCI's business focuses on digital controls and mechanical services, performance monitoring, and energy efficiency solutions.

With headquarters in Toronto, Universal PropTech has offices across Canada including, Halifax, Montreal, and Ottawa. For more information, visit www.universalproptech.com.

Forward-Looking Statements

Certain statements in this press release are forward-looking statements. The reader is cautioned that assumptions used in the preparation of such information, although considered reasonable by the Company at the time of preparation, may prove to be incorrect. Forward-looking statements, specifically those concerning future performance and other statements that are not historical fact, are subject to certain risks and uncertainties, and actual results may differ materially from the Company's plans and expectations. These plans, expectations, risks and uncertainties are detailed herein and from time to time in the filings made by the Company with the TSX Venture Exchange (the "Exchange") and securities regulators. The Company does not assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Trading in the securities of the Company should be considered highly speculative. All forward-looking information contained in this news release is expressly qualified in its entirety by this cautionary statement.

Neither the Exchange, nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

CONTACT INFORMATION

Universal PropTech Inc.
Chris Hazelton
Chief Executive Officer
(647) 300-2957
4848-3235-3748, v. 2

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/70318

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