QUIS Quisitive Technology Solutions Inc

Quisitive Technology Solutions, Inc. (“Quisitive” or the “Company”) (TSXV: QUIS; OTCQX: QUISF) is pleased to announce its management information circular (the “Circular”) in connection with the Company’s upcoming special meeting (the “Meeting”) of the holders (the “Shareholders”) of common shares of Quisitive (the “Shares”) is now available under Quisitive’s profile on SEDAR+ (http://www.sedarplus.ca) as well as on Quisitive’s website at https://quisitive.com/special-meeting-vote/. The mailing of the Circular and related materials for the Meeting, to Shareholders, has also commenced.

The Arrangement and Meeting Details

At the Meeting, Shareholders will be asked to consider a resolution (the “Arrangement Resolution”) approving the Arrangement (as defined below). On December 31, 2024, the Company entered into an arrangement agreement (as amended on January 28, 2025, the “Arrangement Agreement”) with 1517079 B.C. Unlimited Liability Company (“1517079”), an affiliate of funds managed by H.I.G. Capital, LLC (a private equity investment firm), in respect of a proposed statutory plan of arrangement (the “Arrangement”) under the Business Corporations Act (British Columbia). On January 28, 2025, 1517079 and Irving Parent, Corp. (the “Purchaser”) entered into an assignment agreement pursuant to which the Arrangement Agreement was assigned by 1517079 to the Purchaser. The purpose of the Arrangement is to, among other things, permit the acquisition by the Purchaser of all of the issued and outstanding Shares. Under the terms of the Arrangement Agreement, Shareholders will receive cash consideration of C$0.57 for each Share held (the “Consideration”), other than Shares held by those Shareholders exchanging a portion of their Shares for an interest in an affiliate of the Purchaser (the “Rollover Shareholders”) and any Shareholder who has validly exercised its dissent rights.

Quisitive will hold the virtual-only Meeting on Friday, February 28, 2025, at 10:00 a.m. (Toronto time) online via audio webcast at https://www.meetnow.global/MX6W2PF with the ability for participation electronically in the virtual Meeting as explained further in the Circular.

The Board of Directors of Quisitive unanimously recommends that Shareholders vote IN FAVOUR of the Arrangement Resolution.

Reasons for the Arrangement and Board Recommendation

The following is a summary of the principal reasons for the unanimous determination of the board of directors of Quisitive (excluding an interested director) (the “Board”) and the special committee of the Board (the “Special Committee”) that the Arrangement is in the best interests of Quisitive and the unanimous recommendation of the Board that Shareholders vote FOR the Arrangement Resolution.

• Extensive Sale Process. The Arrangement is the result of an extensive and rigorous seven-month sale process that was initiated after the Company successfully divested its payments division and involved the Company’s financial advisor contacting 189 potential buyers. The sale process was conducted under the supervision of the Special Committee, which received advice from its financial and legal advisors, during the course of the process.
• Strategic Review. The Arrangement is the result of a strategic review process carried out by the Company and overseen by the Special Committee, which was conducted over the course of the last year and included the Company divesting BankCard and PayiQ. The Special Committee, following discussion with the Company’s financial advisor, concluded that the value of C$0.57 per Share offered to Shareholders under the Arrangement is more favourable (and can be achieved with less risk) than the value that might have been realized through pursuing a number of other strategic alternatives reasonably available to the Company, including carrying on its business on a stand-alone basis, given the Special Committee’s assessment of the current and anticipated future opportunities and risks associated with the business operations, assets, financial condition and prospects of the Company should it pursue such other strategic alternatives.
• Significant Premium. The value of the Consideration offered to Shareholders under the Arrangement represents a 57.1% premium to the 20-day volume-weighted average price per Share on the TSX Venture Exchange for the period ending on December 31, 2024, and a 52.0% premium to the closing price on December 31, 2024.
• Certainty of Value and Liquidity. The Consideration being offered to Shareholders under the Arrangement (other than the Rollover Shareholders) is payable entirely in cash, which provides immediate liquidity and certainty of value to Shareholders at a significant premium to the trading price of the Shares on December 31, 2024, and removes the risks and volatility associated with owning securities of the Company as an independent, publicly traded company.

Additional details with respect to the Arrangement, the reasons for the unanimous recommendation of the Board and Special Committee, as well as its potential benefits and risks are described in the Circular.

Shareholders are encouraged to read the Circular and vote their shares as soon as possible ahead of the proxy voting deadline on Wednesday, February 26, 2025 at 10:00 a.m. (Toronto time).

Shareholder Questions

Shareholders who have any questions or require assistance with voting may contact Laurel Hill Advisory Group, Quisitive’s proxy solicitation agent and Shareholder communications advisor:

Laurel Hill Advisory Group

Toll Free: 1-877-452-7184 (for Shareholders in North America)International: +1 416-304-0211 (for Shareholders outside Canada and the US)By Email: assistance@laurelhill.com

About Quisitive

Quisitive a premier, global Microsoft partner leveraging the power of the Microsoft cloud platform and artificial intelligence, alongside custom and proprietary technologies, to drive transformative outcomes for its customers. The Company focuses on helping enterprises across industries leverage the Microsoft platform to adopt, innovate, and thrive in the era of AI. For more information, visit www.Quisitive.com and follow @BeQuisitive.

For additional information, please contact:

Matt Glover and John YiGateway GroupQUIS@gateway-grp.com949-574-3860

Tami AndersChief of Stafftami.anders@quisitive.com972.573.0995

Forward-Looking Information

Certain statements included in this press release may constitute “forward-looking statements” within the meaning of applicable Canadian securities legislation. More particularly and without limitation, this press release contains forward-looking statements and information regarding, among other things, the impact of the Arrangement and expected benefits to Shareholders, the anticipated Meeting date and completion of mailing of the Circular and Meeting materials. Except as may be required by Canadian securities laws, the Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements, by their very nature, are subject to numerous risks and uncertainties and are based on several assumptions which give rise to the possibility that actual results could differ materially from the Company’s expectations expressed in or implied by such forward-looking statements and that the objectives, plans, strategic priorities and business outlook may not be achieved. As a result, the Company cannot guarantee that any forward-looking statements will materialize, or if any of them do, what benefits the Company will derive from them.

In respect of forward-looking statements and information concerning the anticipated benefits and completion of the Arrangement, the Company has provided such statements and information in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court, stock exchange and Shareholder approvals; the ability of the parties to satisfy, in a timely manner, the other conditions for the completion of the Arrangement, and other expectations and assumptions concerning the proposed Arrangement. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct, that the proposed Arrangement will be completed or that it will be completed on the proposed terms and conditions. Accordingly, investors and others are cautioned that undue reliance should not be placed on any forward-looking statements.

Risks and uncertainties inherent in the nature of the proposed Arrangement include, without limitation, the failure of the parties to obtain the necessary Shareholder, regulatory, stock exchange and court approvals or to otherwise satisfy the conditions for the completion of the Arrangement; failure of the parties to obtain such approvals or satisfy such conditions in a timely manner; the Purchaser’s ability to complete the anticipated debt and equity financing as contemplated by applicable commitment letters or to otherwise secure favourable terms for alternative financing in connection with the Arrangement; significant transaction costs or unknown liabilities; the ability of the Board to consider and approve, subject to compliance by the Company with its obligations under the Arrangement Agreement, a superior proposal for the Company; the failure to realize the expected benefits of the Arrangement; and general economic conditions. Failure to obtain the necessary Shareholder, regulatory, stock exchange and court approvals, or the failure of the parties to otherwise satisfy the conditions for the completion of the Arrangement or to complete the Arrangement, may result in the Arrangement not being completed on the proposed terms or at all. In addition, if the Arrangement is not completed, and the Company continues as an independent entity, there are risks that the announcement of the Arrangement and the dedication of substantial resources by the Company to the completion of the Arrangement could have an impact on its business and strategic relationships, including with future and prospective employees, customers, suppliers and partners, operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects. The Company does not intend, and disclaims any obligation, except as required by law, to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Neither the 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 press release.