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 18, 2020 (GLOBE NEWSWIRE) -- 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 entered into an amended agreement pursuant to which Eight Capital and Scotiabank, as co-lead agents and joint bookrunners, together with a syndicate of underwriters (collectively, the “Underwriters”), will now purchase on a “bought deal” basis 14,666,700 units of the Company (“the Units”) at a price of $0.75 per Unit (the “Offering Price) for aggregate gross proceeds to Quisitive of $11,000,025 (the “Offering”).
Each Unit shall consist of one common share of the Company (each, a “Unit Share”) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant shall be exercisable into one common share of the Company at an exercise price of $1.10 per common share for a period of 24 months from the Closing Date (as defined below) (the “Warrant Shares” or together with the Unit Shares, “Shares”). If the daily volume weighted average trading price of the common shares of the Company on the TSX Venture Exchange (“TSXV”) for any 10 consecutive days equals or exceeds $1.60, the Company may, upon providing written notice to the holders of the Warrants, accelerate the expiry date of the Warrants to the date that is 30 days following the date of such written notice.
The Company has granted the Underwriters an option, exercisable, in whole or in part, at any time not later than the 30th day following the closing of the Offering, to purchase up to an additional 15% of the Offering at the Offering Price for market stabilization purposes and to cover over-allotments, if any (the “Over-Allotment Option”). If the Over-Allotment Option is exercised in full, the total gross proceeds of the Offering will be approximately $12,650,000.
In addition to the Over-Allotment Option, the Company has granted the Underwriters an option, exercisable, in whole or in part up to the time that is 24 hours prior to the time of Closing, to purchase up to an additional 4,466,700 Units at the Offering Price, to satisfy significant “President’s List” interest (the “President’s List Option”). If the President’s List Option and the Over-Allotment Option are each exercised in full, the total gross proceeds of the Offering will be approximately $16,000,000.
The Units will be offered by way of (i) a prospectus supplement (the “Prospectus Supplement”) to Quisitive’s short form base shelf prospectus dated June 12, 2020, of which the Prospectus Supplement will be filed with the securities commissions and other similar regulatory authorities in each of the provinces and territories of Canada; (ii) in the United States by way of private placement pursuant to the exemption from registration provided for under Rule 144A of the United States Securities Act of 1933, as amended; and (iii) in jurisdictions outside of Canada and the United States as are agreed to by the Company and the Underwriters on a private placement or equivalent basis.
The net proceeds of the Offering are expected to be used to fund growth initiatives, working capital and general corporate purposes.
The Offering is expected to close on or about June 26, 2020 (the “Closing Date”) and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.
The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
For more information:
Quisitive Technology Solutions Inc.
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
Neither 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.
Forward Looking Statements:
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 Shelf Prospectus, any shelf prospectus supplements, the proposed use of proceeds from any offering using the Shelf Prospectus, and any related shelf prospectus filings.
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.