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Quisitive Acknowledges Announcement of Shareholder Intention to Requisition Meeting

2023-10-02 16:59 ET - News Release

TORONTO, Oct. 02, 2023 (GLOBE NEWSWIRE) -- Quisitive Technology Solutions, Inc. (“Quisitive” or the “Company”) (TSXV: QUIS), a premier Microsoft Solutions Provider and Payment Solutions Provider, acknowledges the announcement made by certain shareholders, including Shawn Skelton, Elmcore Group Inc. c/o Felix Danciu, Jason Hardy and Scott Hardy (the “Dissident Shareholders”), that they intend to requisition a special meeting of the Company’s shareholders (the “Special Meeting”).

Quisitive cautions all shareholders that it has not yet received any formal requisition for a Special Meeting from the Dissident Shareholders. However, the announcement by the Dissident Shareholders indicates that such requisition will be to consider the replacement of three of the five current members of the Board of Directors of the Company (the “Board”). To be successful, the Dissident Shareholders will require the approval of a special majority of 2/3 of the votes cast at the Special Meeting.

The Company also announces that it has a special committee comprised of independent directors (the “Special Committee”) and the Special Committee will supervise the process to ensure that any action taken regarding the Dissident Shareholders’ concerns is in the best interests of the Company. The Special Committee has also engaged William Blair & Company, LLC as financial advisor to assist in its review of strategic alternatives available to the Company.

Both the Company and the Board remain committed to constructive dialogue and engagement with all shareholders. The Company has repeatedly tried to engage the Dissident Shareholders in a constructive dialogue about the best interests of the Company since they were first made aware of their concerns on September 15, 2023. However, the Dissident Shareholders have refused to engage in any meaningful discussions and have instead demanded control of the Board. The Dissident Shareholders rely upon their own unwillingness to engage in meaningful discussions to support a claim of entrenchment. The Board wishes to clarify that such a claim is categorically false. The Board had advised that all strategic directions would be considered in the context of a discussion, if the Dissident Shareholders will show up to talk; they have not.

The Company cautions that the Dissident Shareholders appear to be seeking a change of control of the Company without compensating the majority of shareholders. The Dissident Shareholders acknowledge that they have the support of only 33% of shareholders, yet have demanded an absolute majority of directors be appointed by them immediately. In the context of their refusal to entertain discussions to date, their demand appears to be a hollow take-over attempt without paying a control premium to the balance of shareholders.

The directors proposed by the Dissident Shareholders to date have raised questions of independence (as most would fail the independence tests in securities law) and expertise (as the adequate expertise to support the Board’s audit committee is in question). However, the Dissident Shareholders have not shown up to talk, so the Company has been unable to assess their ability or interest in addressing these fundamental matters of corporate governance.

Shareholders of the Company are warned that the Dissident Shareholders have made a number of misleading and inaccurate statements that could undermine the Company’s share price. Shareholders should disregard such statements. The Board, with the oversight of the Special Committee, is committed to pursuing the best interests of the Company and will respond appropriately to such misleading and inaccurate statements in due course.

About Quisitive:

Quisitive (TSXV: QUIS, OTCQX: QUISF) 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. Our Cloud Solutions business focuses on helping enterprises move, operate, and innovate in the three Microsoft clouds. Our Payments Solutions division leverages the PayiQ platform powered by Microsoft Azure to transform the payment processing industry into an entirely new source of customer engagement and consumer value. Quisitive serves clients globally from seventeen employee hubs across the world. For more information, visit www.Quisitive.com and follow @BeQuisitive.

Quisitive Investor Contact

Matt Glover and John Yi
Gateway Investor Relations

Quisitive Management Contact

Mike Reinhart
President and Chief Executive Officer

Tami Anders
Chief of Staff

Cautionary Note Regarding Forward-Looking Information and Statements

This news release contains certain “forward-looking information” within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Generally, any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information or statements. The forward-looking information or statements in this news release may relate, among other things, to: the Special Meeting and any requisition of such meeting; the role of the Special Committee; and strategic alternatives available to the Company.

These forward-looking statements are based on reasonable assumptions and estimates of management of the Company at the time such statements were made. Actual future results may differ materially as forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors, among other things, include: risks that the estimated financial results will differ from management’s expectations; changes in technology, customer markets and demand for the Company’s services; the efficacy of the Company’s software and product offering; sales and margin risk; acquisition and integration risks; dependence on economic and market conditions including, but not limited to, access to equity or debt capital on favorable terms if required; changes in market dynamics including business relationships and competition; information system risks; risks associated with the introduction of new products; product design risk; risks related to the Company being a holding company; environmental risks; customer and vendor risks; credit risks; tax and insurance related risks; risks of legislative changes; risks relating to remote operations; key executive risk; risk of litigation risks; risks related to contracts with third party service providers; risks related to the enforceability of contracts; risks related to the economy generally; the limited operating history of the Company; reliance on the expertise and judgment of senior management of the Company; risks related to proprietary intellectual property and potential infringement by third parties; risks relating to financing activities including leverage; risks relating to the management of growth; increased costs associated with the Company becoming a publicly traded company; increasing competition in the industry; risks relating to energy costs; reliance on key inputs, suppliers and skilled labor; cyber-security risks; risks related to quantifying the Company’s target market; risks related to industry growth and consolidation; fraudulent activity by employees, contractors and consultants; conflicts of interest; risks related to the cost structures of certain projects; risks relating to certain remedies being limited and the difficulty of enforcement of judgments and effect service outside of Canada; risks related to future dispositions; sales by existing shareholders; the limited market for securities of the Company; price volatility of the common shares of the Company; no guarantee regarding use of available funds; currency fluctuations; and those factors described under the heading "Risks Factors" described in the Company’s annual information form dated May 23, 2023, and the Company's most recent management discussion & analysis dated August 29, 2023, each available on SEDAR. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements and information. There can be no assurance that forward-looking information, or the material factors or assumptions used to develop such forward-looking information, will prove to be accurate. The Company does not undertake any obligations to release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable securities law.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.

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