Ms. Tami Anders reports

QUISITIVE COMPLETES SALE OF PAYIQ

Quisitive Technology Solutions Inc. has completed the previously announced sale of its LedgerPay Inc. (PayiQ) subsidiary to Fulcrum IT Partners, which includes the PayiQ cloud-enabled payment processing platform, operations and team, for aggregate consideration of up to $45-million (U.S.) comprising $27-million (U.S.) of Fulcrum shares (as defined below) and earnout payments in cash of up to $18-million (U.S.) based on PayiQ exceeding revenue growth. The details of the transaction are set forth in a definitive share purchase agreement between the company, a wholly owned subsidiary of the company, and a wholly owned subsidiary of Fulcrum (Fulcrum Payments) dated Nov. 28, 2023, as amended Jan. 26, 2024, which will be available under the company's issuer profile on SEDAR+.

The consideration for the sale of PayiQ consisted of the issuance of 27,000 preferred shares of Fulcrum Payments to Quisitive. The consideration shares shall have a right to receive a dividend on an annual basis equal to 4.0 per cent of the value of the consideration shares, to be paid in kind. On the third anniversary of the effective date of the transaction, the consideration shares shall be automatically converted into common shares of Fulcrum Payments with a value equal to $1,000 (U.S.) per consideration share, provided that the Fulcrum shares are listed and posted for trading on a recognized stock exchange in Canada or in the United States. If the Fulcrum shares are not publicly traded at such time, Quisitive shall have the right to require Fulcrum to purchase all or a portion of the consideration shares for a purchase price equal to $1,000 (U.S.) per consideration share, for aggregate consideration of up to $27-million (U.S.). Quisitive may also be entitled to additional contingent consideration in the form of performance earnouts if PayiQ achieves certain financial thresholds during the three-year period following the closing of the transaction. The amount of the earnout is a maximum of $18-million (U.S.) payable in cash based on PayiQ exceeding revenue growth targets.

The sale of the PayiQ platform offers several advantages to Quisitive. This move not only reduces the company's annual capital expenditure by approximately $12-million (U.S.), but also allows Quisitive to redirect its efforts and resources more effectively to key strategic growth areas. The company aims to strengthen its position as a leading global partner of Microsoft, focusing on offering transformative solution services and upholding high standards of customer service. Specifically, Quisitive will intensify its efforts in crucial areas of its cloud solutions business. This includes expanding its recurring managed services and industry software as-a-service (SaaS) offerings, as well as enhancing its capabilities in Microsoft's artificial intelligence solutions including Azure OpenAI, and Microsoft's CoPilot solutions. By strategically allocating investments in these growth-oriented segments of the cloud solutions business, Quisitive is set to enhance its customer value proposition, ultimately translating into heightened shareholder value.

About Quisitive Technology Solutions Inc.

Quisitive is a premier, global Microsoft partner that harnesses the Microsoft cloud platform and complementary technologies, including custom solutions and first party offerings, to generate transformational impact for enterprise customers. Its cloud solutions business focuses on helping enterprises move, operate and innovate in the three Microsoft clouds.

About Fulcrum IT Partners

Fulcrum IT Partners is the parent company of an expanding portfolio of established and successful IT solution companies in the United Kingdom, Canada and the United States, with proven expertise in cybersecurity, cloud, consumption-based IT and managed services. Fulcrum is dedicated to using technology to deliver better business outcomes to vertically focused industries through its breadth of expertise and longstanding relationships with respected industry partners.

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