Sylogist AGM Results, Board Committee Appointments, Governance and Shareholder Value Improvements Announced

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CALGARY, May 1, 2019 /CNW/ - Sylogist Ltd. (TSXV:SYZ) ("Sylogist" or the "Company"), is pleased to announce the results of its Annual General and Special Meeting held on May 1, 2019 and the directors election of a chairman and committees for the ensuing year.  In addition, the Company is pleased to announce the Board of Directors today approved a comprehensive plan to improve shareholder value through increased financial performance, M&A focus, enhanced board governance and accelerated growth initiatives.

At the Meeting, the shareholders elected James Wilson, David Elder, Ronald Cherkas, Fraser Elliott and Taylor Gray to the Board of Directors of the Company.  At their meeting, immediately following the shareholders' meeting, the Board appointed James Wilson to serve as Board Chairman, and appointed Taylor Gray (Chairman), Fraser Elliott and Ronald Cherkas to each of the Audit and Compensation Committees of the Board.

Governance and Executive Compensation Plan Objectives:

1. The Board of Sylogist committed to seeking the addition of a qualified, independent director before its next annual meeting, to increase the number of independent directors to 2/3 of the total number of directors;
2. The Board directed the Compensation Committee to negotiate the replacement of senior executive employment contracts.  These negotiations are to address performance bonuses and change of control compensation that could result in accretive performance and value for the Company's shareholders, while retaining our historically strong management.  The Board's objective is to attempt to have new employment contracts in place on or before the start of the Company's next fiscal year, being October 1, 2019; and
3. The Board further directed that the Compensation Committee consider and recommend an equity incentive compensation plan, to better align performance and shareholder value creation, with a goal of being finalized not later than the Company's next annual meeting.

Growth in Shareholder Value Initiatives:

1. The Board directed management to complete a rigorous Company operational review, to target annual savings through workforce efficiency gains resulting in reduced annual costs of $1.8 million over historical costs.  Much of the review conducted to date has focused on the impact of a mobile workforce.  Today, over 80% of Sylogist's workforce has a mobile component to their employment. The impact of a mobile workforce reduces the need for fixed office space, administrative support, certain sales costs and travel time, while promoting a borderless workforce and improving employee work/life balance.  Through the flexibility provided by a mobile workforce we are able to cover multiple time zone support and professional service commitments, with a more streamlined employee base.  Functions, including software support, some software development, sales, investor relations and professional services, historically requiring extensive travel for face-to-face meetings, are now largely addressed with technology conferencing tools.  This means we can now hire the most talented people who can be located where they want to live;
2. A number of organic growth initiatives are commencing in the second half of fiscal 2019 with financial impact expected in the fiscal 2020 results. Projects previously noted include a new payroll platform and North Carolina education market opportunities:
1. The Company is currently testing a pay-per-use payroll platform and will start rolling this service out to customers in Q3.  Effective by the end of June, the payroll platform will be supplemented with an employee perks benefits system. The perks system provides employees with tax effective benefits that well exceed the employers' cost of the payroll system, making the economic advantage of selecting a pay-per-use platform an easy decision;  
2. Sylogist was not, at this time, selected for a master service agreement with the state of North Carolina Department of Public Instruction. To date, two larger organizations have been awarded agreements to compete in the North Carolina market once they pass a number of hurdles, including state compliance.  The Department of Public instruction has, however, agreed to fund customer upgrades for the modern K12 certified solution.   Given the lengthy process ahead for the new entrants' certification, testing and piloting of new system offerings, the timeline for selection and early implementation of replacement systems has been extended by 4 years or more from the original plan. The current plan leaves Sylogist with a much longer runway of continued support for its legacy system and funding for upgrades to its modern K12 system.  The Company has adjusted the forward operating parameters in the business to address the current situation and these changes result in projected increased profitability over an extended period of time. On a financial basis the Company is very pleased with the developments in this market to date.
3. Sylogist is pleased to announce the recent signing of a $3M (CAD) professional services contract to implement Sylogist's Navigator solution in multiple international locations for a large not-for-profit organization.  Discussions are underway with the customer toward a meaningful increase in scope and duration of this contract.
4. Senior executive efforts will be focused on M&A activity to realize industry peer comparable value for our shareholders.

The Company is pleased to announce it will be releasing its second quarter financial results before the market opening on May 15^th, 2019. 

About Sylogist

Sylogist is a software company that, through strategic acquisitions, investments and operations management, provides comprehensive, mission-critical enterprise resource planning ("ERP") solutions, including fund accounting, grant management and payroll to public service organizations.  Sylogist's public service customers include local governments, nonprofit organizations, non-governmental organizations, educational institutions and government agencies, as well as public compliance driven and funded. Our Company delivers highly scalable, multi-language, multi-currency software solutions, which serve the needs of an international clientele.

Full financial statements together with Management's Discussion and Analysis are available on SEDAR at www.sedar.com.

The Company's stock is traded on the TSX Venture Exchange under the symbol SYZ. Information about Sylogist can be found at http://www.sylogist.com.

Forward-looking Statements

Certain statements in this news release may be forward-looking statements within the meaning of applicable securities laws and regulations.  These statements typically use words such as expect, believe, estimate, project, anticipate, plan, may, should, could and would, or the negative of these terms, variations thereof or similar terminology. Forward-looking information in this news release includes statements with respect to the addition of an independent director, the Company's intention to enhance financial performance through negotiation of new employment arrangements, a new equity incentive compensation plan, operating efficiencies or certain growth initiatives, as well as statements regarding the timing of a new payroll platform, customer contracting and focus on growth through acquisition.  By their very nature, forward-looking statements are based on assumptions and involve inherent risks and uncertainties, both general and specific in nature.  It is therefore possible that the beliefs and plans and other forward-looking expectations expressed herein will not be achieved or will prove inaccurate.  Although Sylogist believes that the expectations reflected in these forward-looking statements are reasonable, it provides no assurance that these expectations will prove to have been correct. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Additional information regarding some of these risks, uncertainties and other factors may be found under in the management's discussion and analysis for the quarter ended December 31, 2018 and other documents available on the Company's profile at www.sedar.com.  Material assumptions and factors that could cause actual results to differ materially from such forward-looking information include Sylogist's ability to realize operating efficiencies, to attract and retain customers, to acquire and to realize on its investments. Although Sylogist believes that the material assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur. Sylogist disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

Certain information set out herein may be considered as "financial outlook" within the meaning of applicable securities laws. The purpose of this financial outlook is to provide readers with disclosure regarding Sylogist's reasonable expectations as to the anticipated results of its proposed business activities for the periods indicated. Readers are cautioned that the financial outlook may not be appropriate for other purposes.

- 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 -

SOURCE Sylogist Ltd.

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