2014

United Protection Security Group Inc. - Corporate Update

EDMONTON, July 4, 2012 /CNW/ - F.V.Ramsoondar, Chief Executive Officer of United Protection Security Group Inc. (UPSG or the Company), (TSX-V: UZZ) is pleased to announce the following corporate updates:

a.      The Company has executed a Heads of Agreement with Mr. Sigurd D. Jorstad ("Jorstad") and Hagan Equities Inc. ("Hagan"). The agreement is subject to certain exceptions and is for a period of five years in which Jorstad and Hagan has granted the Company's management, represented by F.V.Ramsoondar the voting rights of one-half of the common shares of the Company that is directly or indirectly controlled by Jorstad and Hagan collectively. One-half of shares under the agreement are approximately 16 million common shares. Jorstad and Hagan have executed an instrument of proxy expressed to be irrevocable for the same period.
   
b.      Jorstad and Hagan have further entered into a Right of First Refusal Agreement with the Company's Senior Management ("SM"), represented by F.V.Ramsoondar, in which Jorstad and Hagan will grant first right to SM to purchase the common shares of the Company that is indirectly or directly controlled by Jorstad and Hagan.
   
c.      The Company has entered into a consulting agreement with Jorstad for a period of five years at a value of $144,000 per year. Jorstad will resign as Chair of the Board of Directors at the Company's Annual General Meeting scheduled for July 12, 2012 and remain as a board member. Jorstad's will be responsible for identifying potential acquisitions under the consulting agreement.
   
d.      The Company finalized a loan agreement with United Parking Inc. ("UPI"), a company in which Jorstad holds a significant interest. The amount outstanding to the Company by UPI is approximately $237,000 and will bear simple interest at a rate not to exceed 7% per annum with interest payments only for a period of two years, thereafter blended interest and principal for an additional three years. The loan is secured by a pledge of 5,006,954 common shares of the Company owned by Jorstad and a personal guarantee executed by Jorstad.

The agreements are subject to the approval of the TSX-Venture Exchange.

Statements in this press release other than purely historical information, including statements relating to the Company's future plans and objectives or expected results, are forward-looking statements. Forward-looking statements are based on numerous assumptions and are subject to all of the risks and uncertainties inherent in the Company's business, including risks related to business development and retention, and risks related to the current economic and credit conditions. As a result, actual results may vary materially from those described in the forward-looking statements.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE United Protection Security Group Inc.




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