Quisitive Announces Completion of the Sale of BankCard USA

TORONTO, April 04, 2024 (GLOBE NEWSWIRE) — Further to its news release dated March 27, 2024, Quisitive Technology Solutions Inc. (“Quisitive” or the “Company”) (TSXV: QUIS, OTCQX: QUISF), a premier Microsoft Cloud and AI solutions provider, announces that it has completed the sale of its BankCard USA Merchant Services, Inc. (“BankCard”) business unit to BUSA Acquisition Co. (the “Acquiror”), 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 (the “Transaction”).

With the sale of BankCard now complete, Quisitive has successfully exited its payments division, transforming into a unified entity centered 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 AI 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) US$40,000,000 in cash, subject to customary adjustments; (ii) the return of 133,095,158 common shares of Quisitive (the “Quisitive Shares”) 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 US$10,000,000 earnout payment (plus accrued interest of US$539,178.08). Total fees payable by the Company in connection with the Transaction were approximately US$2 million, which includes payments to the Company’s advisors listed under the heading “Advisors” below and the sole finder’s fees payable by the Company to William Blair & Company, L.L.C. in accordance with the policies of the TSX Venture Exchange (“TSXV”). 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, CEO 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.”

Advisors

William Blair & Company, L.L.C. acted as financial advisor 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 (“DSUs”) to independent directors that vest after one year, an aggregate of 4,790,770 restricted share units (“RSUs”) 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:
Quisitive (TSXV: QUIS, 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. Our Cloud Solutions business focuses on helping enterprises across industries leverage the Microsoft platform to adopt, innovate, and thrive in the era of AI. For more information, visit www.Quisitive.com and follow @BeQuisitive.

Quisitive Investor Contact
Matt Glover and John Yi
Gateway Investor Relations
QUIS@gatewayir.com
949-574-3860

Tami Anders
Chief of Staff
tami.anders@quisitive.com
972.573.0995

Cautionary Note Regarding Forward Looking Information

This news release contains certain “forward‐looking information” and “forward‐looking statements” (collectively, “forward‐ looking statements”) within the meaning of applicable Canadian securities legislation regarding Quisitive and its business. 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 statements. Forward‐ looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward‐looking statements. These forward-looking statements include, but are not limited to, statements relating to: the anticipated benefits of the Transaction to Quisitive and its shareholders; the future growth potential of the Company on a post-Transaction basis; the financial outlook of the Company on a post-Transaction basis; the possible impact of any potential transactions referenced herein on the Company’s shareholders and any potential future arrangements and engagements in regards to any such potential transactions; possibility of improved future market conditions; and future financial performance.

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: the expected results from the completion of the Transaction; fluctuations in general macroeconomic conditions; fluctuations in securities markets; the Company’s limited operating history; future capital needs and uncertainty of additional financing; the competitive nature of the technology industry; unproven markets for the Company’s product offerings; lack of regulation and customer protection; the need for the Company to manage its future strategic plans; the effects of product development and need for continued technology change; protection of proprietary rights; network security risks; the ability of the Company to maintain properly working systems; foreign currency trading risks; use and storage of personal information and compliance with privacy laws; use of the Company’s services for improper or illegal purposes; global economic and financial market conditions; uninsurable risks; changes in project parameters as plans continue to be evaluated; and those factors described under the heading “Risks Factors” in the Company’s annual information form dated May 23, 2023 available on SEDAR+ at www.sedarplus.ca. 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 release.

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 Shawn Skelton, Jason Hardy, Scott Hardy, Felix Danciu, Elmcore Group Inc., Vijay Jog, William Hui-Chung Chang and Gary Prioste (collectively, the “BUSA Stockholders”), and in order 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 stockholders’ agreement pertaining to, among other things, the capitalization of the Acquiror, BUSA Holdings Corp. (“BUSA Holdings”) and certain post-closing 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% 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 is located at 2625 Townsgate Road, Suite 100, Westlake Village, CA 91361, USA. An amended early warning report has 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+ at www.sedarplus.ca or may be obtained directly from the Acquiror upon request. To obtain a copy of the early warning report, please contract Felix Danciu at +1.312.488.4008, Fax: +1.312.561.3134, Email: 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% of the total issued and outstanding Quisitive Shares on a non-diluted basis and approximately 7.1% 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% of the issued and outstanding Quisitive Shares on a non-diluted basis and approximately 11.7% 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 Drive, Suite 1000, Irving, TX 75038 USA. An early warning report has 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 Mike Reinhart at 972.536.1025 or by e-mail at mike.reinhart@quisitive.com.