Ms. Tami Anders reports

QUISITIVE ANNOUNCES FILING AND MAILING OF THE MANAGEMENT INFORMATION CIRCULAR IN CONNECTION WITH ITS SPECIAL MEETING OF SHAREHOLDERS TO APPROVE THE ACQUISITION BY H.I.G. CAPITAL

Quisitive Technology Solutions Inc.'s management information circular in connection with the company's upcoming special meeting of the holders of common shares of Quisitive is now available under Quisitive's profile on SEDAR+ as well as on Quisitive's website. The mailing of the circular and related materials for the meeting, to shareholders, has also commenced.

• Your vote is important no matter how many votes you hold.
• The board of directors of Quisitive recommends that shareholders vote in favour of the arrangement resolution.

The arrangement and meeting details

At the meeting, shareholders will be asked to consider a resolution approving the arrangement (as defined below). On Dec. 31, 2024, the company entered into an arrangement agreement (as amended on Jan. 28, 2025, the arrangement agreement) with 1517079 B.C. Unlimited Liability Company (1517079), an affiliate of funds managed by HIG Capital LLC (a private equity investment firm), in respect of a proposed statutory plan of arrangement under the Business Corporations Act (British Columbia). On Jan. 28, 2025, 1517079 and Irving Parent Corp. (the purchaser) entered into an assignment agreement pursuant to which the arrangement agreement was assigned by 1517079 to the purchaser. The purpose of the arrangement is to, among other things, permit the acquisition by the purchaser of all of the issued and outstanding shares. Under the terms of the arrangement agreement, shareholders will receive cash consideration of 57 cents for each share held, other than shares held by those shareholders exchanging a portion of their shares for an interest in an affiliate of the purchaser (the rollover shareholders) and any shareholder who has validly exercised its dissent rights.

Quisitive will hold the virtual-only meeting on Friday, Feb. 28, 2025, at 10 a.m. (Toronto time) on-line via audio webcast with the ability for participation electronically in the virtual meeting as explained further in the circular.

The board of directors of Quisitive unanimously recommends that shareholders vote in favour of the arrangement resolution.

Reasons for the arrangement and board recommendation

The following is a summary of the principal reasons for the unanimous determination of the board of directors of Quisitive (excluding an interested director) and the special committee of the board that the arrangement is in the best interests of Quisitive and the unanimous recommendation of the board that shareholders vote for the arrangement resolution.

• Extensive sale process. The arrangement is the result of an extensive and rigorous seven-month sale process that was initiated after the company successfully divested its payments division and involved the company's financial adviser contacting 189 potential buyers. The sale process was conducted under the supervision of the special committee, which received advice from its financial and legal advisers, during the course of the process.
• Strategic review. The arrangement is the result of a strategic review process carried out by the company and overseen by the special committee, which was conducted over the course of the last year and included the company divesting BankCard and PayiQ. The special committee, following discussion with the company's financial adviser, concluded that the value of 57 cents per share offered to shareholders under the arrangement is more favourable (and can be achieved with less risk) than the value that might have been realized through pursuing a number of other strategic alternatives reasonably available to the company, including carrying on its business on a stand-alone basis, given the special committee's assessment of the current and anticipated future opportunities and risks associated with the business operations, assets, financial condition and prospects of the company should it pursue such other strategic alternatives.
• Significant premium. The value of the consideration offered to shareholders under the arrangement represents a 57.1-per-cent premium to the 20-day volume-weighted average price per share on the TSX Venture Exchange for the period ending on Dec. 31, 2024, and a 52.0-per-cent premium to the closing price on Dec. 31, 2024.
• Certainty of value and liquidity. The consideration being offered to shareholders under the arrangement (other than the rollover shareholders) is payable entirely in cash, which provides immediate liquidity and certainty of value to shareholders at a significant premium to the trading price of the shares on Dec. 31, 2024, and removes the risks and volatility associated with owning securities of the company as an independent, publicly traded company.

Additional details with respect to the arrangement, the reasons for the unanimous recommendation of the board and special committee, as well as its potential benefits and risks are described in the circular.

Shareholders are encouraged to read the circular and vote their shares as soon as possible ahead of the proxy voting deadline on Wednesday, Feb. 26, 2025, at 10 a.m. (Toronto time).

Shareholder questions

Shareholders who have any questions or require assistance with voting may contact Laurel Hill Advisory Group, Quisitive's proxy solicitation agent and shareholder communications adviser:

Laurel Hill Advisory Group

Toll-free:  1-877-452-7184 (for shareholders in North America)

International:  1-416-304-0211 (for shareholders outside Canada and the United States)

By e-mail:   assistance@laurelhill.com

About Quisitive Technology Solutions Inc.

Quisitive 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. The company focuses on helping enterprises across industries leverage the Microsoft platform to adopt, innovate and thrive in the era of artificial intelligence.

We seek Safe Harbor.