Mr. Simon Dealy reports

HIRE TECHNOLOGIES ANNOUNCES ENTRY INTO DEFINITIVE AGREEMENT TO SELL PROVISION BUSINESS

Hire Technologies Inc. has entered into a definitive share purchase agreement dated July 31, 2023, to sell its Provision business unit to Design Group Staffing Inc. (the purchaser), an arm's-length private company operating in the recruitment industry, for the cash purchase price of $4.5-million, subject to a holdback and purchase price adjustment, as described herein. Under the purchase agreement entered into by and among Hire, the purchaser, and BTG Holdco Inc., a wholly owned subsidiary of Hire which holds all of the issued and outstanding shares of Provision, the purchaser will acquire all of the Provision shares.

The completion of the transaction is subject to a number of closing conditions, including, but not limited to: (i) the approval of the company's shareholders of the transaction by special resolution, as it may constitute a disposition of all or substantially all of the company's assets; (ii) the receipt of all necessary consents, approvals, and authorizations (including those required by the TSX Venture Exchange) for the transaction; and (iii) other conditions which are customary for a transaction of this type.

The board of directors of each of Hire and the purchaser has unanimously approved the purchase agreement, and notice of a special Hire shareholder meeting and a detailed management information circular will be forthcoming. There will be no finders' fees payable in connection with the transaction. The company plans to use the proceeds realized from the transaction to extinguish certain current debt and liabilities and for general working capital.

In connection with the transaction, the company and the purchaser entered into support and voting agreements with certain current directors and executive officers of the company who hold shares, pursuant to which the supporting shareholders have agreed, among other things, to vote the shares held by them in favour of the transaction. The supporting shareholders hold approximately 11.01 per cent of the issued and outstanding shares of the company.

Under the terms of the purchase agreement, at closing of the transaction, the purchaser will pay the company $3.5-million, $50,000 of which has already been paid as a deposit by the purchaser to the company. The purchaser will pay Hire the remainder of $1-million, subject to final adjustment, on completion and mutual written acknowledgment of the purchase price adjustment (as defined herein) and collection of accounts receivable as of the closing date. The purchase price presumes a net tangible asset value of $1-million on a balance sheet free of debt other than normal course accounts payable and such other liabilities as the purchaser, in its sole and arbitrary discretion, approves in writing. The purchase price will be adjusted on a dollar-for-dollar basis, to the extent that the actual net tangible asset value on the closing date differs from the net tangible asset target and the accounts receivable as of the closing date have not been collected in a timely manner (the purchase price adjustment).

The transaction is a reviewable disposition as defined in the policies of the TSX Venture Exchange.

We seek Safe Harbor.