THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
TORONTO, April 08, 2021 (GLOBE NEWSWIRE) — Quisitive Know-how Options, Inc. (“Quisitive” or the “Firm”) (TSXV: QUIS), a premier Microsoft options supplier, publicizes that it has accomplished its beforehand introduced purchased deal public providing of 38,410,000 subscription receipts (the “Subscription Receipts”), which incorporates the complete train of the over-allotment possibility, at a worth of C$1.50 per Subscription Receipt (the “Providing Value”) for gross proceeds of roughly C$57.6 million (the “Providing”), and concurrent personal placement (the “Concurrent Personal Placement”) with FAX Capital Corp. (“FAX”) of three,333,333 Subscription Receipts on the Providing Value for gross proceeds of C$5,000,000.
The Providing and Concurrent Personal Placement had been accomplished in reference to the proposed acquisition by Quisitive of BankCard USA Service provider Companies, Inc., a longtime all-in-one service provider cost providers supplier (the “Transaction”). The Firm expects to make use of the online proceeds from the Providing and the Concurrent Personal Placement to fund, partly, the money consideration for the Transaction, as extra totally described within the prospectus complement (the “Prospectus Complement”) of the Firm dated March 31, 2021.
The Providing was performed by a syndicate of underwriters co-led by Scotiabank., Eight Capital, Canaccord Genuity Corp, (collectively the “Joint Bookrunners”) and Desjardins Securities Inc., and together with Raymond James Ltd., Echelon Wealth Companions Inc., and Beacon Securities Restricted (collectively, with the Joint Bookrunners, the “Underwriters”).
The gross proceeds from the Providing and the Concurrent Personal Placement, much less 50% of the Underwriters’ fee, 50% of the capital dedication price payable to FAX, and the bills of the Underwriters and FAX, have been positioned into escrow with Computershare Belief Firm of Canada (the “Subscription Receipt Agent”). The money proceeds will probably be launched from escrow and every Subscription Receipt will convert into one widespread share of the Firm upon the satisfaction of sure escrow launch circumstances (the “Escrow Launch Situations”), together with the satisfaction of all circumstances precedent to the completion of the Transaction aside from the cost of the consideration worth, in accordance with the phrases of a subscription receipt settlement entered into right now between the Firm, the Subscription Receipt Agent, and the Joint Bookrunners (the “Subscription Receipt Settlement”). If the Escrow Launch Situations are happy on or earlier than June 30, 2021 (the “Termination Date”), the escrowed funds (much less the steadiness of the remaining Underwriters’ fee and bills, and FAX’s capital dedication price), along with curiosity earned thereon, will probably be launched to the Firm. If the Escrow Launch Situations usually are not happy previous to the Termination Date, the escrowed funds, along with curiosity earned thereon, will probably be returned on a professional rata foundation to the holders of the Subscription Receipts, and the Subscription Receipts will probably be cancelled and haven’t any additional drive and impact.
The Subscription Receipts issued pursuant to the Providing are anticipated be listed and posted for buying and selling on the TSX Enterprise Change (“TSXV”) beneath the image “QUIS.R” on or about Tuesday April 13, 2021.
The securities issued pursuant to the Providing had been certified for distribution pursuant to the Prospectus Complement and a brief kind base shelf prospectus (the “Base Shelf Prospectus”) dated June 12, 2020, filed in every of the provinces and territories of Canada, and provided and offered exterior of Canada on a personal placement foundation. The Prospectus Complement, Base Shelf Prospectus, together with the paperwork integrated by reference therein, and the Subscription Receipt Settlement, can be found on the Firm’s issuer profile on SEDAR at www.sedar.com.
In reference to the Providing, and assuming the Escrow Launch Situations are happy previous to the Termination Date, the Underwriters will obtain a complete money fee of roughly C$3,456,900, and the Firm pays charges aggregating C$350,000 in reference to the Concurrent Personal Placement.
The securities issued pursuant to the Concurrent Personal Placement are topic to a statutory maintain interval of 4 months from the date of issuance of the Subscription Receipts.
The securities referred to on this information launch haven’t been and won’t be registered beneath america Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities legal guidelines and will not be provided or offered inside america or to, or for the account or good thing about, “U.S. Individuals” (as such time period is outlined in Regulation S beneath the U.S. Securities Act) absent such registration or an relevant exemption from the registration necessities of the U.S. Securities Act. This information launch doesn’t represent a suggestion on the market of securities on the market, nor a solicitation for provides to purchase any securities. Any public providing of securities in america should be made by way of a prospectus containing detailed details about the corporate and administration, in addition to monetary statements.
For extra info, contact:
Quisitive Know-how Options, Inc.
Mike Reinhart, Chief Government Officer and Director
Quisitive (TSXV: QUIS) is a premier, world Microsoft associate that harnesses the Microsoft platform and complementary applied sciences, together with customized options and first-party choices, to generate transformational impression for enterprise prospects. Our Cloud Options enterprise focuses on serving to enterprises transfer, function, and innovate within the three Microsoft clouds. Centering on our LedgerPay product suite, our Funds Options enterprise leverages the Microsoft Azure cloud to remodel the cost processing business into a wholly new supply of buyer engagement and shopper worth. Quisitive serves shoppers globally from 9 worker hubs the world over. For extra info, go to www.quisitive.com and comply with @BeQuisitive.
Cautionary Observe Concerning Ahead Trying Data
This information launch incorporates sure “ahead‐wanting info” and “ahead‐wanting statements” (collectively, “ahead‐wanting statements”) inside the that means of relevant Canadian securities laws relating to Quisitive and its enterprise. Any assertion that entails discussions with respect to predictions, expectations, beliefs, plans, projections, targets, assumptions, future occasions or efficiency (usually however not at all times utilizing phrases reminiscent of “expects”, or “doesn’t anticipate”, “is anticipated”, “anticipates” or “doesn’t anticipate”, “plans”, “finances”, “scheduled”, “forecasts”, “estimates”, “believes” or intends” or variations of such phrases and phrases or stating that sure actions, occasions or outcomes “might” or “might, “would”, “may” or “will” be taken to happen or be achieved) usually are not statements of historic truth and could also be ahead‐wanting statements. Ahead‐wanting statements are essentially primarily based upon plenty of estimates and assumptions that, whereas thought of affordable, are topic to identified and unknown dangers, uncertainties, and different elements which can trigger the precise outcomes and future occasions to vary materially from these expressed or implied by such ahead‐wanting statements. These forward-looking statements embrace, however usually are not restricted to, statements referring to: the anticipated use of proceeds from the Providing and the Concurrent Personal Placement; the flexibility of Quisitive to fulfill the Escrow Launch Situations; the flexibility of Quisitive to consummate the Transaction, and the contemplated timing for the graduation of buying and selling of the Subscription Receipts issued pursuant to the Providing.
The dangers and uncertainties which will have an effect on forward-looking statements, or the fabric elements or assumptions used to develop such forward-looking info, are described beneath the headings “Cautionary Assertion Concerning Ahead-Trying Data” and “Danger Elements” within the Prospectus Complement in relation to the Providing and the Transaction, and people elements described beneath the heading “Dangers Elements” within the Firm’s annual info kind dated Might 15, 2020, every of which can be found beneath the Firm’s issuer profile on SEDAR at www.sedar.com. There could be no assurance that forward-looking info, or the fabric elements or assumptions used to develop such forward-looking info, will show to be correct. The Firm doesn’t undertake any obligations to launch publicly any revisions for updating any voluntary forward-looking statements, besides as required by relevant securities legislation.
Neither the TSXV nor its regulation providers supplier (as that time period is outlined within the insurance policies of the TSXV) accepts duty for the adequacy or accuracy of this launch.