Quisitive Announces Closing of $40 Million Bought Deal Public Offering

Irving, Texas, UNITED STATES


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, Nov. 17, 2021 (GLOBE NEWSWIRE) -- 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 previously announced bought deal public offering of 33,340,000 common shares (the “Offered Shares”) at a price of C$1.20 per Offered Share for gross proceeds of approximately C$40 million (the “Offering”).

The Offering was completed in connection with the proposed acquisition by Quisitive of Catapult Systems, LLC, an Austin, Texas based Microsoft-focused digital solutions and services (the “Transaction”). The Company expects to use the net proceeds from the Offering to fund, in part, the cash consideration for the Transaction, as more fully described in the prospectus supplement (the “Prospectus Supplement”) of the Company dated November 10, 2021. The Transaction is expected to close on or about the week of November 22, 2021.

Mike Reinhart, CEO of Quisitive, commented, “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 the closing of the Catapult acquisition.”

The Offering was conducted by a syndicate of underwriters co-led by Scotiabank, Canaccord Genuity Corp., Eight Capital (collectively the “Joint Bookrunners”) and including Desjardins Securities Inc., Raymond James Ltd., Echelon Wealth Partners Inc., and Beacon Securities Limited (collectively, with the Joint Bookrunners, the “Underwriters”). In connection with the Offering, the Underwriters received a total cash commission of approximately C$2.25 million.

The Offered Shares were qualified for distribution pursuant to the Prospectus Supplement and an amended and restated short form base shelf prospectus (the “Base Shelf Prospectus”) dated September 10, 2021, filed in each of the provinces and territories of Canada, and offered and sold outside of Canada on a private placement basis. The Prospectus Supplement, Base Shelf Prospectus, including the documents incorporated by reference therein, are available on the Company’s issuer profile on SEDAR at www.sedar.com.

Mr. Reinhart, the President and Chief Executive Officer of the Company, acquired 50,000 Offered Shares pursuant to the Offering. Participation by Mr. Reinhart 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 Mr. Reinhart’s 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 Mr. Reinhart 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.

Management and employees of the Company acquired an aggregate of 225,000 Offered Shares in the Offering.

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.

About Quisitive:
Quisitive (TSXV: QUIS) is a premier, global Microsoft partner that harnesses the Microsoft 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. Centering on our LedgerPay product suite, our Payments Solutions business leverages the Microsoft Azure cloud to transform the payment processing industry into an entirely new source of customer engagement and consumer value. Quisitive serves clients globally from eleven employee hubs across the world. For more information, visit www.Quisitive.com and follow @BeQuisitive.

Quisitive Investor Contact
Matt Glover and John Yi
Gateway Investor Relations
QUIS@gatewayir.com
949-574-3860

Quisitive Management Contact

Mike Reinhart
President and Chief Executive Officer
mike.reinhart@quisitive.com
949-574-3860

Tami Anders
Chief of Staff
tami.anders@quisitive.com

Cautionary Note Regarding Forward Looking Information

This news release contains certain “forward‐looking information” and “forward‐looking statements” (collectively, “forward‐looking statements”) within the meaning of applicable Canadian securities legislation regarding Quisitive and its business. 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 statements. Forward‐looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward‐looking statements. These forward-looking statements include, but are not limited to, statements relating to: the anticipated use of proceeds from the Offering and the ability of Quisitive to consummate the Transaction.

The risks and uncertainties that may affect forward-looking statements, or the material factors or assumptions used to develop such forward-looking information, are described under the headings “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” in the Prospectus Supplement in relation to the Offering and the Transaction, and those factors described under the heading "Risks Factors" in the Company's annual information form dated August 20, 2021, each of which are available under the Company’s issuer profile on SEDAR at www.sedar.com. 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 release.