TORONTO, June 30, 2023 (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 bought deal public offering of common shares of the Company (the “Offered Shares”) for aggregate gross proceeds of approximately C$6.9 million (the “Offering”). The Offering was conducted by Scotiabank and Eight Capital (together, the “Underwriters”), and consisted of the sale of 19,780,000 Offered Shares (including the full exercise of the over-allotment option) at a price of C$0.35 per Offered Share.
All of the Offered Shares issued pursuant to the Offering were sold to investors outside of the United States which serves to maintain the Company’s foreign private issuer status under the United States Securities Act of 1933, as amended. 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 “Transaction”), and for general working capital. The impact of the Sales Residuals purchase is expected to result in an increase in the Company’s gross margin and EBITDA margin. The Transaction is expected to close in July 2023.
In connection with the completion of the Offering, the Underwriters received a cash commission of C$415,380.
The securities issued pursuant to the Offering were qualified for distribution pursuant to the prospectus supplement of the Company dated June 23, 2023 (the “Prospectus Supplement”) filed in each of the provinces and territories of Canada, other than Quebec, and offered and sold elsewhere outside of Canada on a private placement basis, and a short form base shelf prospectus dated August 29, 2022 (the “Base Shelf Prospectus”). The Prospectus Supplement, Base Shelf Prospectus, and the documents incorporated by reference therein, are available on the Company’s issuer profile on SEDAR at www.sedar.com.
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
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 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 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 final approval of the TSX Venture Exchange 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.
