THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
TORONTO, June 26, 2020 (GLOBE NEWSWIRE) -- Further to its news releases dated June 17 and 18, 2020, Quisitive Technology Solutions Inc. (“Quisitive” or the “Company”) (QUIS.V), a premier Microsoft solutions provider that helps customers navigate the ever-changing climate that their business relies upon, is pleased to announce that is has closed its “bought deal” offering of units of the Company (the “Units”) for aggregate gross proceeds of approximately $16 million (the “Offering”). The Offering was conducted by a syndicate of underwriters co-led by Eight Capital and Scotia Capital Inc., and including Clarus Securities Inc., Raymond James Ltd., Echelon Wealth Partners Inc., and Beacon Securities Limited (collectively, the “Underwriters”), and consisted of the sale of 21,333,405 Units (including the full exercise of the president’s list option, consisting of the sale of 4,466,700 Units, and the full exercise of the over-allotment option, consisting of the sale of 2,200,005 Units), at a price of $0.75 per Unit (the “Offering Price”).
Each Unit consists of one common share in the capital of the Company (“Common Share”) and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a “Warrant”). Each Warrant entitles the holder thereof to acquire one Common Share at a price of $1.10 until June 26, 2022, provided however that if the daily volume weighted average trading price of the Common Shares on the TSX Venture Exchange (“TSXV”) for any 10 consecutive days exceeds $1.60, the Company may, upon providing written notice to the holders of the Warrants within five trading days following the end of such 10 day period, accelerate the expiry date of the Warrants to the date that is 30 days following the date of such written notice. The Company has received approval from the TSXV to list the Warrants issued pursuant to the Offering, and the Warrants are expected to be listed and posted for trading on the TSXV under the ticker symbol “QUIS.WT” effective on or about June 30, 2020.
Mike Reinhart, CEO of Quisitive commented, “Closing this financing is an important inflection point for the Company and we thank our syndicate for their diligent efforts and welcome our new shareholders. We are excited to further execute on our growth strategy and this injection of capital will enable acceleration of our plan.”
The net proceeds from the Offering are expected to be used for future acquisitions, investment in sales initiatives, marketing of intellectual property offerings, and for other general corporate purposes, as more fully described in the prospectus supplement (the “Prospectus Supplement”) of the Company dated June 19, 2020.
The securities issued pursuant to the Offering were qualified for distribution pursuant to the Prospectus Supplement and a short form base shelf prospectus (the “Base Shelf Prospectus”) dated June 12, 2020, filed in each of the provinces and territories of Canada, and offered and sold elsewhere outside of Canada on a private placement basis. 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.
In connection with the Offering, the Underwriters received a cash commission of approximately $858,940, and an aggregate of 1,145,951 compensation options (“Compensation Options”), with each Compensation Option entitling the Underwriters to purchase one Unit at the Offering Price until June 26, 2022.
Certain directors and management of the Company (the “Insiders”) purchased an aggregate of 270,383 Units pursuant to the Offering. Participation by the Insiders in the Offering was considered a “related party transaction” pursuant to Multilateral Instrument 61- 101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company was exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the Insiders’ participation in the Offering in reliance of sections 5.5(a) and 5.7(1)(a) of MI 61-101. A material change report in connection with the participation of Insiders in the Offering will be filed less than 21 days in advance of the closing of the Offering, which the Company deemed reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and complete the Offering in an expeditious manner.
The securities referred to in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, “U.S. Persons” (as such term is defined in Regulation S under the U.S. Securities Act) absent such registration or an applicable exemption from the registration requirements of the U.S. Securities Act. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.
For more information, contact:
Quisitive Technology Solutions, Inc.
Mike Reinhart, Chief Executive Officer and Director
Quisitive is a premier Microsoft solutions provider that helps enterprise organizations move, operate and innovate in the Microsoft cloud: Microsoft Azure, Microsoft Dynamics and Microsoft O365. Quisitive also provides proprietary Software as a Service ("SaaS") solutions, such as CRG emPerform™ and LedgerPay that complement the Microsoft platform. Quisitive serves clients globally with offices in Austin, TX; Dallas, TX; Denver, CO; Minneapolis, MN; Silicon Valley, CA; Washington, DC; Ottawa, ON; Toronto, ON and Hyderabad, India. For more information, visit www.Quisitive.com and follow @BeQuisitive.
Cautionary Note Regarding Forward Looking Information
Some statements in this news release contain forward-looking information. These statements include, but are not limited to, statements with respect to proposed activities, consolidation strategy and future expenditures. These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the statements. Such factors include, among others, statements with respect to the anticipated use of proceeds from the Offering, and the contemplated timing for the commencement of trading of the Warrants.
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: 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 favourable 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 COVID-19 pandemic; 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 labour; 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" in the Company's annual information form dated May 15, 2020 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 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 release.