Mr. Mike Reinhart reports

QUISITIVE ANNOUNCES COMPLETION OF THE SALE OF BANKCARD USA

Further to the news release dated March 27, 2024, Quisitive Technology Solutions Inc. has completed the sale of its BankCard USA Merchant Services Inc. business unit to Busa Acquisition Co., a Nevada incorporated entity owned by a consortium of current employees of BankCard, including Shawn Skelton, Scott Hardy and Jason Hardy, as well as other arm's-length third parties.

With the sale of BankCard now complete, Quisitive has exited its payments division, transforming into a unified entity centred around cloud services. As a premier global partner of Microsoft, the company is poised to deliver transformative cloud solutions and maintain exceptional customer service standards. The strategic disposition of the BankCard and PayiQ operations underscores a deliberate transition to a dedicated focus on cloud and artificial intelligence solutions. Concentrating on this area enables Quisitive to channel its resources and energy toward a sector ripe with growth prospects, including a beneficial Microsoft partnership, emerging AI technologies and cloud service advancements. Additionally, the financial benefits of these transactions, such as the elimination of earnouts and the inflow of cash, have positioned Quisitive to decrease its financial leverage.

Pursuant to the terms of the transaction, the consideration received by Quisitive for the sale of BankCard included: (i) $40-million (U.S.) in cash, subject to customary adjustments; (ii) the return of 133,095,158 common shares of Quisitive to a wholly owned subsidiary of Quisitive, which were held by the acquiror, and will be cancelled shortly following the completion of the transaction; and (iii) delivery by the former vendors of BankCard of a settlement agreement releasing Quisitive (and certain of its subsidiaries) of any and all obligations to pay a $10-million (U.S.) earnout payment (plus accrued interest of $539,178.08 (U.S.)). Total fees payable by the company in connection with the transaction were approximately $2-million (U.S.), which includes payments to the company's advisers listed under the heading "Advisers" herein, and the sole finder fees payable by the company to William Blair & Company LLC in accordance with the policies of the TSX Venture Exchange. The company also confirms that the summary of the key terms of the transaction previously disclosed in the news release dated March 27, 2024, remain unchanged.

"As we close this chapter, the strategic divestiture of our payments segment marks a pivotal moment for Quisitive," said Mike Reinhart, chief executive officer of Quisitive. "This is not merely a sale. It's a calculated move towards concentrating our prowess where we truly excel -- as a spearhead in cloud solutions, in synergy with our powerful Microsoft partnership. This transition embodies our commitment to innovation and customer excellence as we leverage emerging AI capabilities and cloud technology to deliver unparalleled service. It's a transformative step for Quisitive as we streamline our focus and harness financial strength for sustained growth and value creation."

Advisers

William Blair & Company acted as financial adviser, and Bass, Berry & Sims PLC and Cassels Brock & Blackwell LLP acted as legal counsel to the company in connection with the transaction. Stikeman Elliott LLP and Shearman & Sterling LLP acted as legal counsel to the acquiror. McDermott Will & Emery LLP acted as legal counsel to the lenders.

Corporate updates

The company today announces that it has issued an aggregate of 1,162,823 deferred share units to independent directors that vest after one year, an aggregate of 4,790,770 restricted share units to officers of the company, which will fully vest three years from the date of issuance, and an aggregate of 267,265 RSUs to officers of the company, which will fully vest one year from the date of issuance. Once vested, each RSU represents the right to receive one Quisitive share or the equivalent cash value thereof, at the company's direction, while each DSU entitles the holder to receive one Quisitive share, or in certain circumstances a cash payment equal to the value of the Quisitive shares, at the time the holder ceases to be a director of the company.

About Quisitive Technology Solutions Inc.

Quisitive (TSX Venture Exchange: QUIS and OTCQX: QUISF) is a premier, global Microsoft partner, leveraging the power of the Microsoft cloud platform and artificial intelligence, alongside custom and proprietary technologies, to drive transformative outcomes for its customers. Its cloud solutions business focuses on helping enterprises across industries leverage the Microsoft platform to adopt, innovate and thrive in the era of AI.

Additional early warning disclosure

In connection with the execution and delivery of the stock purchase agreement dated March 27, 2024, among Quisitive, Quisitive Payment Solutions Inc., and Mr. Skelton, Jason Hardy, Scott Hardy, Felix Danciu, Elmcore Group Inc., Vijay Jog, William Hui-Chung Chang and Gary Prioste, and to effect the transaction in accordance with the terms thereof, the Busa stockholders entered into certain related agreements in support of the transaction, including a contribution and transfer agreement and a stockholder agreement pertaining to, among other things, the capitalization of the acquiror, Busa Holdings Corp. and certain postclosing governance arrangements following the completion of the transaction. In connection with closing of the transaction, as a part of the consideration payable by the acquiror for the acquisition of all of the issued and outstanding common stock of BankCard, 133,095,158 Quisitive shares (representing approximately 33 per cent of the issued and outstanding common shares of Quisitive on a non-diluted basis) were returned to the seller. As a result, effective upon closing of the transaction and as of the date of this news release, the acquiror ceased to beneficially own, or have control or direction over, directly or indirectly, any Quisitive shares.

The address and head office of the acquiror are located at 2625 Townsgate Rd., Suite 100, Westlake Village, Calif., 91361, United States. An amended early warning report has been or will be filed by the acquiror, on behalf of itself, Busa Holdings and the Busa stockholders, in accordance with applicable securities laws, and will be available on SEDAR+ or may be obtained directly from the acquiror upon request. To obtain a copy of the early warning report, please contract Mr. Danciu at 1-312-488-4008, fax: 1-312-561-3134 or e-mail: felix.danciu@elmcore.com.

In connection with the equity awards issued by the company today, Mr. Reinhart was granted 3,749,298 RSUs. Prior to the grant of the RSUs and the closing of the transaction, Mr. Reinhart beneficially owned an aggregate of 25,186,507 Quisitive shares and 3,988,224 RSUs representing approximately 6.2 per cent of the total issued and outstanding Quisitive shares on a non-diluted basis and approximately 7.1 per cent of the total issued and outstanding Quisitive shares on partially diluted basis. Following the grant of the RSUs and the completion of the transaction (including the cancellation of 133,095,158 Quisitive shares), Mr. Reinhart has ownership and control over 25,186,507 Quisitive shares and 7,737,522 RSUs, representing approximately 9.2 per cent of the issued and outstanding Quisitive shares on a non-diluted basis and approximately 11.7 per cent of the issued and outstanding Quisitive shares on a partially diluted basis. The RSUs were granted to Mr. Reinhart in accordance with the company's long-term incentive compensation program. Mr. Reinhart's holdings in securities of Quisitive may be increased or decreased in the future in accordance with applicable securities legislation as considered appropriate by him in light of various factors that he may deem relevant, including, but not limited to, his investment criteria, market conditions and other factors.

For the purposes of this notice, the address for Mr. Reinhart is 1431 Greenway Dr., Suite 1000, Irving, Tex., 75038, United States. An early warning report has been or will be filed by Mr. Reinhart in accordance with applicable securities laws, and will be available on SEDAR+ or may be obtained directly from Mr. Reinhart upon request. To obtain a copy of the early warning report, please contract Mr. Reinhart at 972-536-1025 or by e-mail at mike.reinhart@quisitive.com.

We seek Safe Harbor.