Mr. Dwayne Kushniruk reports

ONESOFT SOLUTIONS INC. ENTERS INTO ARRANGEMENT AGREEMENT TO BE ACQUIRED BY IRTH SOLUTIONS LLC

OneSoft Solutions Inc. has entered into a binding arrangement agreement dated Aug. 12, 2024, with Irth Solutions LLC and its wholly owned subsidiary, Irth Acquisition Corp., a Blackstone portfolio company, pursuant to which Irth will acquire all of the issued and outstanding shares of OneSoft for 88 cents in cash per share, representing a total cash equity value of approximately $113-million on a fully diluted basis.

The consideration represents premiums of approximately 42 per cent and 28 per cent to the closing price and 20-day volume-weighted average closing price of the shares, respectively, on the TSX Venture Exchange on Aug. 9, 2024. OneSoft shareholders and holders of restricted share units (RSUs) will receive 88 cents per share or per RSU. Holders of options to purchase shares will receive the amount by which the consideration exceeds the exercise price of the options. All unvested RSUs and options will fully vest immediately prior to the change of control of the company and will entitle such holders to the aforementioned consideration.

"This transaction is an important milestone in OneSoft's journey and is highly beneficial to all shareholders and stakeholders," said Dwayne Kushniruk, chief executive officer of OneSoft. "Irth will continue supporting OneSoft's employees and customers while providing our shareholders with an attractive share price premium and full liquidity for their shares."

"Irth fully understands the value of the OneSoft team and technology and how these can be leveraged to advance both Irth's and OneSoft's business operations and value," said Brad Gammons, Irth's chief executive officer. "Our technologies, product offerings, skill sets, clients and strategies are highly complementary and we look forward to combining our best-in-class operations to generate greater value for all of our clients, partners and the critical network infrastructure industry."

Transaction details

The transaction will be implemented by way of a statutory plan of arrangement under the Business Corporations Act (Alberta). Completion of the transaction is subject to customary conditions, including court, regulatory and TSX-V approval and the approval of: (i) at least two-thirds of the votes cast by shareholders by proxy or at the shareholder meeting to consider the proposed transaction, which is expected to be held in October, 2024; and (ii) if required, a simple majority of the votes cast by shareholders by proxy or at the meeting (other than the votes of shareholders excluded for the purposes of any minority approval under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions).

In connection with the transaction, all directors and officers of the company, holding in aggregate approximately 25 per cent of the issued and outstanding shares, have entered into irrevocable voting and support agreements with Irth, pursuant to which they have agreed to vote all of their respective shares in favour of the transaction.

The arrangement agreement contains customary representations, warranties and covenants, including customary non-solicitation covenants from OneSoft as well as right-to-match provisions in favour of Irth.

Subject to the satisfaction of all conditions to closing pursuant to the arrangement agreement, the transaction is anticipated to be completed in the fourth quarter of 2024. Upon closing of the transaction, the shares will be delisted from the TSX-V as well as the OTCQB market and OneSoft will cease to be a reporting issuer under applicable Canadian securities laws.

Copies of the arrangement agreement will be publicly filed by OneSoft on its profile on SEDAR+. Additional details regarding the terms and conditions of the transaction, the background to the transaction, and the rationale for the recommendation made by a special committee consisting of the independent members of OneSoft's board of directors and the board will be set out in the management information circular to be mailed to shareholders in connection with the meeting and filed by OneSoft on its profile on SEDAR+.

Voting recommendation and fairness opinion

The announcement of the transaction follows the unanimous recommendation of the transaction by the special committee. The board, after receiving the unanimous recommendation of the special committee and in consultation with its financial and legal advisers, has determined that the transaction is: (i) fair to the shareholders; and (ii) is in the best interests of OneSoft. The board has unanimously approved the transaction and recommends that shareholders vote in favour of the transaction.

In connection with its review and consideration of the transaction, the special committee retained Grant Thornton LLP as its financial adviser in respect of the transaction. Grant Thornton will be paid a fee based on time spent in respect of its services to the special committee, payment of which is not dependent upon completion of the transaction.

Grant Thornton has provided a fairness opinion to the special committee and board to the effect that, as of the date thereof, subject to the assumptions, limitations and qualifications communicated to the special committee and required to be stated in such opinions, the consideration to be received by shareholders pursuant to the transaction is fair, from a financial point of view, to shareholders.

Advisers

Grant Thornton is acting as financial adviser to the company. Parlee McLaws LLP is acting as legal adviser to the company. John W. McClure Professional Corp. is acting as independent legal adviser to the special committee. RBC Capital Markets and Cantor Fitzgerald are acting as financial advisers to Irth. McGuire Woods LLP and McMillan LLP are acting as legal adviser to Irth.

About OneSoft Solutions Inc.

OneSoft is the creator of cognitive integrity management (CIM) software, an AI-powered (artificial intelligence) enterprise pipeline integrity management software-as-a-service (SaaS) solution. OneSoft's clients collectively manage approximately 150,000 miles of oil and gas pipeline assets and rely on CIM for asset integrity, regulatory and operational functionality. OneSoft has industry-leading clients situated in the United States, Canada, Australia and Colombia, including several Fortune 50, Fortune 100 and Fortune 500 companies and two of the industry's five supermajors. These clients utilize the CIM platform to optimize management of their pipeline assets, save operational costs, and reduce pipeline failures and risks.

OneSoft has developed software technology and products that have capability to transition legacy, on-premise licensed software applications to operate on the Microsoft Azure cloud platform. OneSoft's business strategy is to seek opportunities to incorporate data science and machine learning, business intelligence and predictive analytics to create cost-efficient, subscription-based software-as-a-service solutions.

OneSoft's wholly owned subsidiaries, OneBridge Solutions Inc. and OneBridge Solutions Canada Inc., develop and market revolutionary new SaaS solutions that use advanced data science and machine learning to analyze big data using predictive analytics to assist oil and gas pipeline operators to predict pipeline failures and thereby save lives, protect the environment, reduce operational costs and address regulatory compliance requirements.

About Irth Solutions LLC

Irth has served the critical network infrastructure industry for over 25 years, developing and delivering enterprise software that blends business intelligence, artificial intelligence and geospatial data to provide the 360-degree situational awareness that owners and operators of critical network infrastructure need to intelligently and pro-actively mitigate and manage risk.

We seek Safe Harbor.