Quisitive Board Update

TORONTO, Oct. 23, 2023 (GLOBE NEWSWIRE) -- Quisitive Technology Solutions, Inc. ("Quisitive" or the "Company") (TSXV: QUIS), a premier Microsoft Solutions Provider and Payment Solutions Provider, provides the following update regarding the reconstitution of the Company's board of directors announced on October 12, 2023.

In the weeks prior to the October 12, 2023 announcement, the Company engaged with its shareholders about Quisitive's strategic direction and board composition. During those discussions, Quisitive communicated that it was open to reconstituting its board in a manner consistent with the best interests of the Company and all its shareholders.

One group of shareholders, including Shawn Skelton, Elmcore Group Inc. c/o Felix Danciu, Jason Hardy and Scott Hardy (the "Dissident Group"), had previously publicly indicated that it wanted majority control of Quisitive's board to execute on an undefined business plan. After discussions with other shareholders, the Company concluded that there was not broad support for the demands of the Dissident Group. Nevertheless, the board determined that it was prepared to invite two of the individuals currently being put forward as director nominees by the Dissident Group to join Quisitive's board as part of a consensual board reconstitution being discussed with other shareholders. After having listened to input from other shareholders and having considered his background and experience, the board also determined that it would not support the third individual put forward by the Dissident Group to join the board as it did not believe that the individual?s involvement on the board would be in the best interests of the Company and all its shareholders.

After discussions with the Dissident Group broke down, the board continued to move forward with its plan to reconstitute the board in accordance with the recommendations of its independent directors and having regard to the Company's engagement with shareholders. As a result, the Company announced on October 12, 2023 that one director had resigned, and two new independent directors had been added to the board, bringing the total number of directors to six. The two new directors, Nick Lim and Darcy Morris, are well known to and deeply respected within the Canadian institutional shareholder community and bring meaningful experience and expertise in public board governance, and public markets.

The reconstituted board is committed to providing effective and independent oversight, governance, and strategic direction to the Company, and will take all actions necessary to create sustainable shareholder value at Quisitive. The reconstituted board looks forward to reporting on progress being made in due course. The Company does not intend to further respond to public statements by the Dissident Group, as the reconstituted board remains focused on the pursuit of the Company's business objectives for the benefit of all shareholders.

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 Yi
Gateway Investor Relations
[email protected]
949-574-3860

Quisitive Management Contact
Mike Reinhart
President and Chief Executive Officer
[email protected]
949-574-3860

Tami Anders
Chief of Staff
[email protected]

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: taking actions necessary to create sustainable shareholder value; and providing progress reports on same.

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: 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 August 29, 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.

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