Quisitive Announces C$6 Million Bought Deal Financing

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 30^th 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.