TORONTO, June 21, 2023 (GLOBE NEWSWIRE) -- Quisitive Technology Solutions, Inc. ("Quisitive" or the "Company") (TSXV: QUIS, OTCQX: QUISF), a premier Microsoft Solutions Provider and Payment Solutions Provider, has entered into an agreement pursuant to which Scotiabank and Eight Capital (collectively, the "Underwriters"), have agreed to purchase, on a "bought deal" basis, 17,200,000 common shares in the capital of the Company (the "Offered Shares") at a price of C$0.35 per Offered Share (the "Issue Price") for aggregate gross proceeds to Quisitive of approximately C$6 million (the "Offering"). 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 2,580,000 Offered Shares at the Issue 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 C$6.9 million.
Ewing Morris & Co. Investment Partners Ltd., on behalf of certain funds managed by it, ("Ewing Morris") has agreed to participate in the Offering with an investment amount of approximately C$5 million.
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 "Vendors"), (the "Transaction"), and for general working capital. The impact of the Sales Residuals repurchase is expected to result in an immediate increase to the Company's gross margin and EBITDA margin. The Transaction is expected to close in July 2023.
In connection with the Offering, the Underwriters will receive a cash commission equal to 6% of the gross proceeds from the sale of the Offered Shares (including any Offered Shares issued pursuant to the exercise of the Over-Allotment Option).
The Closing of the Offering is expected to occur on or about June 30, 2023 and is subject to the approval of the TSX Venture Exchange ("TSXV") and other necessary regulatory approvals.
The Offered Shares will be offered by way of (i) a prospectus supplement (the "Prospectus Supplement") to Quisitive's short form base shelf prospectus dated August 29, 2022, which Prospectus Supplement is expected to be filed with the securities commissions and other similar regulatory authorities in each of the provinces and territories of Canada, other than Quebec, on or prior to June 23, 2023; (ii) subject to the written consent of the Company, in the United States by way of private placement pursuant to exemptions 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.
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 Yi
Gateway Investor Relations
Quisitive Management Contact
President and Chief Executive Officer
Chief of Staff
There are measures included in this news release that do not have a standardized meaning under generally accepted accounting principles (GAAP) and therefore may not be comparable to similarly titled measures and metrics presented by other publicly traded companies. The Company includes these measures because it believes certain investors use these measures and metrics as a means of assessing financial performance. EBITDA (earnings before interest, taxes, depreciation and amortization is calculated as net earnings before finance costs (net of finance income), income tax expense, and depreciation and amortization of intangibles) is a non-GAAP financial measure that does not have any standardized meaning prescribed by IFRS and may not be comparable to similar measures presented by other companies.
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 completion of the Offering, including receipt of all regulatory approvals; 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 approval of the TSXV 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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