Mr. Maury Marks reports

QUORUM INFORMATION TECHNOLOGIES ANNOUNCES DEFINITIVE AGREEMENT TO BE ACQUIRED BY VALSOFT CORPORATION IN AN ALL-CASH TRANSACTION

Quorum Information Technologies Inc. has entered into an arrangement agreement dated Sept. 22, 2025, pursuant to which an affiliate of Valsoft Corporation Inc. will acquire all of the issued and outstanding common shares of the company for 80 cents per share in cash pursuant to a statutory plan of arrangement under the Business Corporations Act (Alberta), subject to shareholder and other customary approvals.

This arm's-length transaction values Quorum at approximately $60-million, and the consideration represents a 14-per-cent premium to the closing price of the shares on the TSX Venture Exchange on Sept. 19, 2025.

"Valsoft is the ideal partner for Quorum because they invest and create value through long-term partnerships with management. This approach empowers our team to continue delivering for our customers with the same dedication and expertise they expect. With Valsoft's support and resources, we'll be able to innovate even faster. This partnership brings new opportunities for our employees and an even stronger focus on our customers' success," said Maury Marks, chief executive officer of Quorum.

"Quorum has built an impressive reputation as a trusted technology partner to automotive dealerships and OEMs across North America. Their strong product portfolio, commitment to customer success and innovative culture align perfectly with Valsoft's long-term investment approach. We look forward to supporting the company in its next stage of growth while continuing to deliver exceptional value to customers," said Antonino Piazza, investment partner at Valsoft.

Transaction highlights:

• Attractive consideration: The consideration payable under the transaction represents:
  • A premium of approximately 14 per cent to the closing price per share on the TSX Venture Exchange on Sept. 19, 2025 (being the last trading day immediately prior to the announcement of the transaction); and
  • A premium of approximately 12 per cent to the 10-day volume-weighted average price per share on the TSX-V for the period ended on Sept. 19, 2025.
• Certainty of value and liquidity: The 80-cent-per-share cash consideration to holders of shares provides immediate liquidity and certainty of value.
• Value supported by a fairness opinion: The board of directors of Quorum and the special committee of the board composed of independent directors for the purpose of assessing, among others, the transaction received a fairness opinion from TD Securities Inc. to the effect that, based upon and subject to the assumptions, limitations and qualifications contained in such opinion, and such other matters as TD Securities Inc., considered relevant, as of the date of such opinion, the consideration of 80 cents to be received by the shareholders under the transaction is fair, from a financial point of view, to the shareholders.
• Limited conditions to closing: Valsoft's obligation to complete the transaction is subject to a limited number of closing conditions that the board believes are reasonable in the circumstances. Completion of the transaction is not subject to any financing condition. Valsoft is a reputable purchaser with significant financial capacity and a strong record of investing in technology companies.
• Robust review process: The company was marketed widely to potential strategic and financial counterparties in connection with a review process conducted by the board and the special committee, which did not surface any proposal superior to the transaction.
• Support for the transaction: Officers, directors and certain shareholders collectively holding approximately 50 per cent of the issued and outstanding shares have entered into voting support agreements to which they have agreed to, among other things, vote in favour of the transaction.

Transaction summary

Under the terms of the transaction, shareholders will receive 80 cents in cash per share held. The transaction will be subject to the approval of at least two-thirds of the votes cast by shareholders present in person or represented by proxy at a special meeting of shareholders. The meeting is expected to be held in November, 2025.

In connection with the transaction, the officers and directors of Quorum and certain shareholders collectively holding approximately 50 per cent of the issued and outstanding shares have entered into voting and support agreements with the purchaser, pursuant to which they have agreed to, among other things, vote their shares in favour of the transaction.

In addition to shareholder approval, the transaction is subject to approval by the Court of King's Bench of Alberta and certain other third party key consents, as well as the satisfaction of certain other customary closing conditions for a transaction of this nature. The arrangement agreement contains customary non-solicitation, fiduciary-out and right-to-match provisions, as well as a $2.2-million termination fee payable to the purchaser if the arrangement agreement is terminated in certain circumstances.

Subject to the satisfaction or waiver, where permitted, of all conditions to closing, the transaction is expected to close in fourth quarter 2025. In connection with and subject to the closing of the transaction, Quorum will apply to have its shares delisted from the TSX-V and to cease to be a reporting issuer under Canadian securities laws. The transaction is not subject to a financing condition.

Further details of the transaction and the arrangement agreement will be set out in the management information circular that will be prepared and mailed to shareholders in connection with the meeting and which will be filed by the company under its issuer profile on SEDAR+.

The shares of Quorum will remain halted until the conditions under TSX-V Policy 5.3 have been satisfied.

Board of directors' recommendation and fairness opinion

After receiving legal and financial advice, including the fairness opinion referred to below, and considering a number of factors and after receiving the unanimous recommendation of the special committee, the board has unanimously approved the transaction and recommends that shareholders vote in favour of the transaction.

The board has received an oral fairness opinion from TD Securities Inc., which states that, as of the date of such opinion and subject to the assumptions, limitations and qualifications set out in such opinion, and such other matters as TD Securities Inc., considered relevant, the consideration to be received by the shareholders pursuant to the transaction is fair, from a financial point of view, to shareholders. A copy of the fairness opinion will be included in the circular.

Advisers

TD Securities is acting as exclusive financial adviser, and McLeod Law LLP is acting as legal adviser to the company in connection with the transaction. Blake, Cassels & Graydon LLP is acting as legal adviser to Valsoft.

About Quorum Information Technologies Inc.

Quorum is a North American software-as-a-service software and service company providing essential enterprise solutions that automotive dealerships and original equipment manufacturers rely on for their operations, including:

• Quorum's dealership management system, which automates, integrates and streamlines key processes across departments in a dealership, and emphasizes revenue generation and customer satisfaction;
• DealerMine CRM, a sales and service customer relationship management system and set of business development centre services that drives revenue into the critical sales and service departments in a dealership;
• Autovance, a modern retailing platform that helps dealerships attract more business through digital retailing, improve in-store profits and closing rates through its desking tool, and maximize their efficiency and customer satisfaction index through Autovance's F&I menu solution;
• Accessible accessories, a digital retailing platform that allows franchised dealerships to efficiently increase their vehicle accessories revenue;
• VINN automotive, a premier automotive marketplace that streamlines the vehicle research and purchase process for vehicle shoppers while helping retailers sell more efficiently.

About Valsoft Corporation Inc.

Valsoft acquires and develops vertical market software companies that deliver mission-critical solutions. A core tenet of Valsoft's philosophy is to invest in established businesses and foster an entrepreneurial environment that helps them lead in their industries. Unlike private equity and venture capital firms, Valsoft has no predefined investment horizon, instead buying, holding and creating value through long-term partnerships with management teams and customers.

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