Mr. Chris Beck reports

CALDWELL ANNOUNCES SALE OF IQTALENT

The Caldwell Partners International Inc. has completed the sale of substantially all of the net operating assets of its wholly owned subsidiary, IQTalent Partners Inc., to WinMil Inc. WinMil will continue to operate the business under the IQTalent name and brand.

Caldwell acquired IQTalent in 2020 to broaden its service offerings into technology-enabled recruiting solutions at the professional level. After nearly six years, Caldwell determined that the business was not meeting the firm's strategic objectives and that a sale would better align its portfolio with its long-term priorities.

"Divesting IQTalent enables us to sharpen our focus on what Caldwell does best: delivering elite executive search and advisory services to our clients," said Chris Beck, chief executive officer of Caldwell. "IQTalent has been an important part of our portfolio, and we are proud of the innovative team and platform we helped build. We believe the business is well positioned to succeed under WinMil's ownership, and we look forward to continuing a collaborative relationship through our referral partnership."

Founded in 2009, IQTalent pioneered an on-demand recruiting services model that blends proprietary technology with human expertise to deliver scalable talent acquisition solutions.

Transaction terms

The transaction included the sale of substantially all of the net operating assets of IQTalent. Under the terms of the agreement, total consideration at closing was approximately $4.7-million, consisting of:

• $3.2-million in cash, subject to exchange rate changes and a net working capital adjustment;
• 1.45 million Caldwell common shares held by David Windley and Tom Milic, who are owners of WinMil and former employees of IQTalent. The shares were valued at approximately $1.5-million, based on a simple average price of $1.05 per Caldwell share over the 20 days prior to closing. The shares have been cancelled by Caldwell, reducing total shares outstanding by approximately 4.9 per cent.

Caldwell retains its minority equity interest in the recruitment software company HootRecruit (formerly known as IQRecruit). Caldwell also retains the ability to utilize IQTalent's remaining deferred tax assets to apply against future taxable ordinary income generated by Caldwell in the United States.

Caldwell and WinMil have also entered into a two-year referral agreement to connect clients with the firms' complementary executive search and recruiting services.

Caldwell's board of directors will evaluate the use of the cash proceeds as part of its capital allocation planning and expects to provide an update with the release of Caldwell's next quarterly earnings.

About The Caldwell Partners International Inc.

Caldwell is an elite executive search firm trusted by established and growth-focused companies alike. For more than 50 years, the company has partnered with clients to design and build extraordinary leadership teams. Caldwell's partners do not just place executives -- they challenge assumptions, enable strategy and prioritize long-term fit. Built on repeat clients and referrals, Caldwell delivers clarity and results without arrogance or shortcuts. The company's suite of services includes executive and board level search, as well as talent strategy and assessment tools that help organizations hire the right people, then manage and inspire them to achieve maximum business results. For clients seeking substance over scale, the company is the confident voice that listens -- and leads. At Caldwell, its purpose is your mission.

Caldwell's common shares trade on the Toronto Stock Exchange (TSX: CWL) and trade on the OTCQX Market (OTCQX: CWLPF).

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