Quisitive Completes Sale of PayiQ

TORONTO, Jan. 29, 2024 (GLOBE NEWSWIRE) -- Quisitive Technology Solutions Inc. (“Quisitive” or the “Company”) (TSXV: QUIS, OTCQX: QUISF), a premier Microsoft solutions provider and payments solutions provider, completed the previously announced sale of its LedgerPay, Inc. (“PayiQ”) subsidiary to Fulcrum IT Partners (“Fulcrum”), which includes the PayiQ cloud-enabled payment processing platform, operations and team, for aggregate consideration of up to US$45 million comprised of US$27 million of Fulcrum Shares (as defined below) and earn-out payments in cash of up to US$18 million based on PayiQ exceeding revenue growth (the “Transaction”). The details of the Transaction are set forth in a definitive share purchase agreement between the Company, a wholly-owned subsidiary of the Company, and a wholly-owned subsidiary of Fulcrum (“Fulcrum Payments”) dated November 28, 2023, as amended January 26, 2024, which will be available under the Company’s issuer profile on SEDAR+ at www.sedarplus.ca.

The consideration for the sale of PayiQ consisted of the issuance of 27,000 preferred shares of Fulcrum Payments (the “Consideration Shares”) to Quisitive. The Consideration Shares shall have a right to receive a dividend on an annual basis equal to 4.0% of the value of the Consideration Shares, to be paid in kind. On the third anniversary of the effective date of the Transaction, the Consideration Shares shall be automatically converted into common shares of Fulcrum Payments (the “Fulcrum Shares”) with a value equal to US$1,000 per Consideration Share, provided that the Fulcrum Shares are listed and posted for trading on a recognized stock exchange in Canada or in the United States. If the Fulcrum Shares are not publicly traded at such time, Quisitive shall have the right to require Fulcrum to purchase all or a portion of the Consideration Shares for a purchase price equal to US$1,000 per Consideration Share, for aggregate consideration of up to US$27 million. Quisitive may also be entitled to additional contingent consideration in the form of performance earn-outs if PayiQ achieves certain financial thresholds during the three-year period following the closing of the Transaction. The amount of the earn-out is a maximum of US$18 million payable in cash based on PayiQ exceeding revenue growth targets.