Quisitive Announces Agreement to Acquire BankCard USA - Seite 4

The Closing of the Offering is expected to occur on or about April 8, 2021 and is subject to TSXV and other necessary regulatory approvals.

The net proceeds from the Offering will be used to partially fund the cash portion of the Transaction.

The Subscription Receipts will be offered by way of (i) a prospectus supplement (the “Prospectus Supplement”) to Quisitive’s short form base shelf prospectus dated June 12, 2020, 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 on or prior to March 31, 2021; (ii) in the United States by way of private placement pursuant to the exemption 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.

The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

Concurrent Private Placement

Pursuant to existing contractual rights, FAX Capital Corp. (TSX: FXC & FXC.WT) ("FAX") has agreed to purchase 3,333,333 Subscription Receipts at the Issue Price for gross proceeds of $5,000,000 (the “Concurrent Private Placement”). The Concurrent Private Placement is expected to close concurrently with the Offering, subject to the TSXV and other necessary regulatory approvals. FAX will receive a capital commitment fee payment from the Company equal to 3.5 per cent of the aggregate subscription amount of the Concurrent Private Placement. The Subscription Receipts issuable to FAX will also be subject to a statutory four month and one day hold period.