Quisitive Technology Solutions, Inc. (“
Quisitive”
or the “
Company”) (TSXV: QUIS), a premier
Microsoft Solutions Provider and Payment Solutions Provider,
announces that it has completed its bought deal public offering of
common shares of the Company (the “
Offered
Shares”) for aggregate gross proceeds of approximately
C$6.9 million (the “
Offering”). The Offering was
conducted by Scotiabank and Eight Capital (together, the
“
Underwriters”), and consisted of the sale of
19,780,000 Offered Shares (including the full exercise of the
over-allotment option) at a price of C$0.35 per Offered Share.
All of the Offered Shares issued pursuant to the
Offering were sold to investors outside of the United States which
serves to maintain the Company’s foreign private issuer status
under the United States Securities Act of 1933, as amended. The net
proceeds from the Offering are expected to be used to partially
fund the acquisition of sales residuals (the “Sales
Residuals”) held by certain sales representatives of the
Company (the “Transaction”), and for general
working capital. The impact of the Sales Residuals purchase is
expected to result in an increase in the Company’s gross margin and
EBITDA margin. The Transaction is expected to close in July
2023.
In connection with the completion of the
Offering, the Underwriters received a cash commission of
C$415,380.
The securities issued pursuant to the Offering
were qualified for distribution pursuant to the prospectus
supplement of the Company dated June 23, 2023 (the
“Prospectus Supplement”) filed in each of the
provinces and territories of Canada, other than Quebec, and offered
and sold elsewhere outside of Canada on a private placement basis,
and a short form base shelf prospectus dated August 29, 2022 (the
“Base Shelf Prospectus”). The Prospectus
Supplement, Base Shelf Prospectus, and the documents incorporated
by reference therein, are available on the Company’s issuer profile
on SEDAR at www.sedar.com.
About Quisitive:
Quisitive (TSXV: QUIS, OTCQX: QUISF) is a
premier, global Microsoft partner that harnesses the Microsoft
cloud platform and complementary technologies, including custom
solutions and first-party offerings, to generate transformational
impact for enterprise customers. Our Cloud Solutions business
focuses on helping enterprises move, operate, and innovate in the
three Microsoft clouds. Our Payments Solutions division leverages
the PayiQ platform powered by Microsoft Azure to transform the
payment processing industry into an entirely new source of customer
engagement and consumer value. Quisitive serves clients globally
from seventeen employee hubs across the world. For more
information, visit www.Quisitive.com and follow @BeQuisitive.
Quisitive Investor Contact
Matt Glover and John YiGateway Investor
RelationsQUIS@gatewayir.com 949-574-3860
Quisitive Management Contact
Mike ReinhartPresident and Chief Executive
Officermike.reinhart@quisitive.com 949-574-3860
Tami AndersChief of
Stafftami.anders@quisitive.com
Cautionary Note Regarding
Forward-Looking Information and Statements
This news release contains certain
“forward-looking information” within the meaning of applicable
Canadian securities legislation and may also contain statements
that may constitute “forward-looking statements” within the meaning
of the safe harbor provisions of the United States Private
Securities Litigation Reform Act of 1995. All statements, other
than statements of historical fact, are forward-looking statements
and are based on expectations, estimates and projections as at the
date of this news release. Generally, any statement that involves
discussions with respect to predictions, expectations, beliefs,
plans, projections, objectives, assumptions, future events or
performance (often but not always using phrases such as "expects",
or "does not expect", "is expected", "anticipates" or "does not
anticipate", "plans", "budget", "scheduled", "forecasts",
"estimates", "believes" or "intends" or variations of such words
and phrases or stating that certain actions, events or results
"may" or "could", "would", "might" or "will" be taken to occur or
be achieved) are not statements of historical fact and may be
forward-looking information or statements. The forward-looking
information or statements in this news release may relate, among
other things, to: the completion of the Transaction; the
anticipated benefits of the Transaction to Quisitive and its
shareholders; the future growth potential of the Company on a
post-Transaction basis; the accretive nature of the Transaction;
and future financial performance including statements with respect
to anticipated additional cash flows.
These forward-looking statements are based on
reasonable assumptions and estimates of management of the Company
at the time such statements were made. Actual future results may
differ materially as forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of the Company to
materially differ from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Such factors, among other things, include: the expected
results from the completion of the Transaction; receipt of all
required regulatory approvals including the final approval of the
TSX Venture Exchange for the Offering; risks that the estimated
financial results will differ from management’s expectations;
changes in technology, customer markets and demand for the
Company’s services; the efficacy of the Company’s software and
product offering; sales and margin risk; acquisition and
integration risks; dependence on economic and market conditions
including, but not limited to, access to equity or debt capital on
favorable terms if required; changes in market dynamics including
business relationships and competition; information system risks;
risks associated with the introduction of new products; product
design risk; risks related to the Company being a holding company;
environmental risks; customer and vendor risks; credit risks; tax
and insurance related risks; risks of legislative changes; risks
relating to remote operations; key executive risk; risk of
litigation risks; risks related to contracts with third party
service providers; risks related to the enforceability of
contracts; risks related to the economy generally; the limited
operating history of the Company; reliance on the expertise and
judgment of senior management of the Company; risks related to
proprietary intellectual property and potential infringement by
third parties; risks relating to financing activities including
leverage; risks relating to the management of growth; increased
costs associated with the Company becoming a publicly traded
company; increasing competition in the industry; risks relating to
energy costs; reliance on key inputs, suppliers and skilled labor;
cyber-security risks; risks related to quantifying the Company’s
target market; risks related to industry growth and consolidation;
fraudulent activity by employees, contractors and consultants;
conflicts of interest; risks related to the cost structures of
certain projects; risks relating to certain remedies being limited
and the difficulty of enforcement of judgments and effect service
outside of Canada; risks related to future dispositions; sales by
existing shareholders; the limited market for securities of the
Company; price volatility of the common shares of the Company; no
guarantee regarding use of available funds; currency fluctuations;
and those factors described under the heading "Risks Factors"
described in the Company’s annual information form dated May 23,
2023, and the Company's most recent management discussion &
analysis dated May 15, 2023, each available on SEDAR. Although the
forward-looking statements contained in this news release are based
upon what management of the Company believes, or believed at the
time, to be reasonable assumptions, the Company cannot assure
shareholders that actual results will be consistent with such
forward-looking statements, as there may be other factors that
cause results not to be as anticipated, estimated or intended.
Accordingly, readers should not place undue reliance on
forward-looking statements and information. There can be no
assurance that forward-looking information, or the material factors
or assumptions used to develop such forward-looking information,
will prove to be accurate. The Company does not undertake any
obligations to release publicly any revisions for updating any
voluntary forward-looking statements, except as required by
applicable securities law.
Neither the TSXV nor its Regulation
Services Provider (as that term is defined in the policies of the
TSXV) accepts responsibility for the adequacy or accuracy of this
news release.
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