QUIS Quisitive Technology Solutions Inc

Quisitive Technology Solutions Inc. (“Quisitive” or the “Company”) (TSXV: QUIS, OTCQX: QUISF), a premier Microsoft Cloud and AI solutions provider, announced that it has entered into a definitive stock purchase agreement dated March 27, 2024 (the “Agreement”) pursuant to which Quisitive has agreed to sell its BankCard USA Merchant Services, Inc. (“BankCard”) business unit (the “Transaction”) 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 details of the Transaction are set forth in the Agreement, which was negotiated at arm’s length, and further summarized below.

“Over the past twelve months, Quisitive’s executive leadership team and board of directors have taken decisive actions to focus resources on our core Microsoft cloud and AI business where we have meaningful scale, de-risk the organization, reduce volatility and meaningfully strengthen the balance sheet,” said Mike Reinhart, Chief Executive Officer of Quisitive. “The divestiture of PayiQ and the Bankcard payments business allows management to focus on the growing market demand for Microsoft Cloud and AI solutions and services. We will continue to evaluate strategic options available to the Company to further enhance its growth, development, and prosperity in the short and long terms with the goal of maximizing shareholder value.”

“We are excited to announce the acquisition of BankCard USA and look forward to this exciting new chapter for the business,” said Felix Danciu, CEO of Elmcore Group, Inc. “We want to especially thank Mr. Reinhart and the board of directors of Quisitive for their collaborative efforts on this transaction, and congratulate them on their pathway forward. We’d also like to thank WhiteHorse Capital for their financial support. Furthermore, we are delighted to reveal that Quisitive will be supporting BankCard by supplying Microsoft cloud licensing and managed services as part of a three-year agreement to facilitate our business operations.”

BankCard will continue to be led by Shawn Skelton as CEO, Scott Hardy as President, and Jason Hardy as COO, with Felix Danciu joining as CFO. William Hui-Chung Chang will also join as Chairman and both Vijay Jog and Gary Prioste as board members, in addition to the four executives as board members.

Compelling Strategic and Financial Benefits:

• Transaction Simplifies Company into a Pure-Play Microsoft Cloud and AI Solutions Provider: The divestiture of the Payments arm simplifies the Company into a single segment, as a leading global partner of Microsoft, focusing on offering transformative solution services and upholding high standards of customer service.
• Improved Financial Profile with US$34.6 million Debt Reduction and Pro Forma trailing twelve month (“TTM”) Adjusted EBITDA of US$16.4 million as of December 31, 2023: Following the close of the Transaction, the Company will have US$34.0 million in debt, implying a pro forma leverage ratio of approximately 2.1x net debt to TTM Adjusted EBITDA. Assuming the Transaction closes on the basis currently contemplated, the Company is providing guidance for fiscal 2023 as if the Transaction and the divestiture of PayiQ (which was completed in January 2024) closed on January 1, 2023 with pro forma Adjusted EBITDA expected to be US$16.4 million. The pro forma Adjusted EBITDA run rate includes full year adjustments for headcount capacity savings made during fiscal 2023 as well as corporate cost savings that will be realized after the completion of both the Transaction and divestiture of PayiQ. Less than all of the savings were realized in fiscal 2023 (with the balance expected to be realized in fiscal 2024) which will result in the Company reporting fiscal 2023 results that will be lower than the pro forma Adjusted EBITDA of US$16.4 million.
• Meaningful Growth Initiatives in Microsoft Artificial Intelligence Services and Recurring Revenue: The Company expects to capitalize on customer interest in artificial intelligence by rolling out Microsoft solutions in Azure OpenAI and CoPilot. To enhance shareholder value, the Company expects to expand recurring managed services, develop custom copilot solutions, and Industry Software as a Service (SaaS) offerings, such as MazikCare and MazikCare CoPilot, a proprietary offering purpose-built for healthcare.

Transaction Summary

Pursuant to the terms of the Agreement, the consideration to be received by Quisitive for the sale of BankCard consists of: (i) US$40,000,000 in cash; (ii) the return by the Acquiror of 133,095,158 common shares of Quisitive (the “Quisitive Shares”) to a wholly-owned subsidiary of Quisitive; 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) as provided pursuant to the terms of a stock purchase agreement between Quisitive, a wholly-owned subsidiary of Quisitive, and the former vendors of BankCard dated March 29, 2021. Following the completion of the Transaction and the return and cancellation of the Quisitive Shares by Quisitive, a total of 272,532,461 Quisitive Shares will remain issued and outstanding. No new Insiders or Control Persons (as each such term is defined under the policies of the TSX Venture Exchange (the “TSXV”)) will be created as a result of the cancellation of the Quisitive Shares, and no single person will own or control, directly or indirectly, over 50% of the Quisitive Shares. The parties to the Transaction have agreed to full and final customary mutual releases. Total fees payable by the Company in connection with the Transaction are estimated to be 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 TSXV. The summary of the key terms of the Agreement referred to herein are expressly qualified in their entirety by the full text of the Agreement, a copy of which will be filed and available for download on the Company’s issuer profile on SEDAR+ at www.sedarplus.ca. Completion of the Transaction is expected to occur on or before April 30, 2024.

Concurrently with the execution of the Agreement, Acquiror entered into a loan and security agreement establishing credit facilities (the “BUSA Credit Facilities”) with WhiteHorse Capital Management, LLC as the lead arranger, the administrative agent and collateral agent, and certain affiliates of WhiteHorse Capital Management, LLC as the initial lenders thereunder (the “Lenders”), pursuant to the terms of which the Lenders will provide the Acquiror with up to an aggregate of US$49 million of senior secured debt financing. The BUSA Credit Facilities consist of a US$44 million senior secured term loan (the “BUSA Term Loan”), a portion of which will be advanced to fund the cash portion payable in connection with Transaction, and US$5 million of senior secured revolving credit commitments, which may be used for funding general working capital requirements from time to time. The Lenders have committed to advancing the full amount of the BUSA Term Loan on the closing date of the Transaction, subject to the satisfaction of certain customary conditions precedent which Acquiror expects to satisfy on or before the closing of the Transaction.

The TSXV has conditionally approved the Transaction. In accordance with the policies of the TSXV, the Company also received the requisite consent from the majority of disinterested shareholders (which excluded the 133,095,158 Quisitive Shares held by the Acquiror) by written resolution approving the proposed Transaction. Closing of the Transaction is subject to the final approval of the TSXV (including payment of the finder’s fees), which is subject to the completion of customary requirements, including the receipt of all required documentation. Closing of the Transaction is also subject to receipt of third-party consents together with other customary closing conditions of a transaction of this nature.

The Acquiror is considered a “related party” of Quisitive by virtue of its beneficial ownership of, or control or direction over, directly or indirectly, 133,095,158 Quisitive Shares, which represents approximately 33% of the issued and outstanding Quisitive Shares, and therefore the Transaction is a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company will be exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with Transaction in reliance of sections 5.5(b) and 5.7(1)(e) of MI 61-101. A material change report will be filed in connection with Transaction less than 21 days in advance of the closing of the Transaction, which the Company deemed reasonable in the circumstances so as to be able to complete the Transaction in an expeditious manner.

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 is also pleased to announce the appointment of Nick Lim as Chair of the Board. Mr. Lim was first appointed as an independent director of the Company on October 12, 2023.

Fiscal Year 2023 and 2024 Guidance

Quisitive is providing the following guidance for fiscal years 2023 and 2024:

	Low (US$)	High (US$)
Fiscal Year 2023 Revenue	121,000,000	121,400,000
Fiscal Year 2023 Pro Forma Adjusted EBITDA	16,200,000	16,600,000
Fiscal Year 2024 Revenue	123,000,000	137,000,000
Fiscal Year 2024 Pro Forma Adjusted EBITDA	15,000,000	18,000,000

The Revenue and Pro Forma Adjusted EBITDA for fiscal year 2023 are based on the assumption that both the Transaction and the divestiture of PayiQ, which was completed in January 2024, were finalized on January 1, 2023. This calculation only includes outcomes for the remaining Cloud segment and corporate expenses. For fiscal year 2024, the Revenue and Pro Forma Adjusted EBITDA projections also assume the completion of the Transaction and the divestiture of PayiQ on December 31, 2023, focusing solely on financial forecasts for the remaining Cloud segment and corporate costs.

Loan Facility

Quisitive also announced that it has signed a term sheet with respect to a proposed second amendment and restatement to its existing credit facility (the “Quisitive Credit Facility”) with a syndicate of institutions led by Bank of Montreal and including Desjardins Capital Markets that, among other things, will provide for a reduction of the Company’s: (i) term loan credit facility from approximately US$68.6 million to US$34 million; and (ii) revolving loan credit facility from US$5 million to US$3.5 million. The amendment to the Quisitive Credit Facility will result in a significant reduction of interest payments owed by the Company. A portion of the cash proceeds to be received from the sale of BankCard will be used to partially repay the existing Quisitive Credit Facility, which is expected to occur concurrently on completion of the Transaction.

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 ContactMatt Glover and John YiGateway Investor RelationsQUIS@gatewayir.com 949-574-3860

Tami AndersChief of Stafftami.anders@quisitive.com 972.573.0995

Reconciliation of Non-GAAP Financial Measures - Adjusted EBITDA

There are measures included in this news release that do not have a standardized meaning under generally accepted accounting principles (GAAP) and therefore may not be comparable to similarly titled measures and metrics presented by other publicly traded companies. The Company includes these measures because it believes certain investors use these measures and metrics as a means of assessing financial performance. EBITDA (earnings before interest, taxes, depreciation and amortization is calculated as net earnings before finance costs (net of finance income), income tax expense, and depreciation and amortization of intangibles) is a non-GAAP financial measure that does not have any standardized meaning prescribed by IFRS and may not be comparable to similar measures presented by other companies. We prepare and release quarterly unaudited and annual audited financial statements prepared in accordance with IFRS. We also disclose and discuss certain non-GAAP financial information, used to evaluate our performance, in this and other releases and investor conference calls as a complement to results provided in accordance with IFRS. We believe that current shareholders and potential investors in the Company use non-GAAP financial measures, such as Adjusted EBITDA in making investment decisions about the Company and measuring our operational results. The term "Adjusted EBITDA" refers to a financial measure that we define as earnings before certain charges that management considers to be non-operating expenses and which consist of interest, taxes, depreciation, amortization, stock-based compensation (for which we include related fees and taxes), changes in fair value of derivatives, transaction, acquisition and disposition related expenses, US payroll protection plan loan forgiveness, earn-out settlement losses and non-recurring development costs associated with obtaining bank sponsorship and operational certifications. Management believes that investors and financial analysts measure our business on the same basis, and we are providing the Adjusted EBITDA financial metric to assist in this evaluation and to provide a higher level of transparency into how we measure our own business. However, Adjusted EBITDA is a non-GAAP financial measure and may not be comparable to similarly titled measures reported by other companies. Adjusted EBITDA should not be construed as a substitute for net income determined in accordance with IFRS or other non-GAAP measures that may be used by other companies, such as EBITDA. The use of Adjusted EBITDA does have limitations. As these acquisition- and disposition-related expenses charges may continue as we pursue our business strategy, some investors may consider these charges and expenses as a recurring part of operations rather than expenses that are not part of operations.

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 completion of the Transaction; the final approval of the Transaction by the TSXV; 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; execution of definitive agreements with respect to the BUSA Credit Facilities and the Quisitive Credit Facility and closing of the transactions contemplated therein; 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.

This news release also contains future-oriented financial information and financial outlook information (together, “FOFI”) about the Company’s prospective results of operations, including statements regarding expected pro-forma Adjusted EBITDA following the completion of the Transaction. FOFI is subject to the same assumptions, risk factors, limitations and qualifications as set forth in the above paragraph. The Company has included the FOFI to provide an outlook of management’s expectations regarding the Company on a post-Transaction basis and other anticipated activities and results, and such information may not be appropriate for other purposes. The Company and management believe that the FOFI has been prepared on a reasonable basis, reflecting management’s reasonable estimates and judgements; however, actual results of operations and the resulting financial results may vary from the amounts set forth herein. Any financial outlook information speaks only as of the date on which it is made and the Company undertakes no obligation to publicly update or revise any financial outlook information except as required by applicable securities laws.

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 Agreement and in order to give effect to the Transaction in accordance with the terms of the Agreement, Shawn Skelton, Jason Hardy, Scott Hardy, Felix Danciu, Elmcore Group Inc., Vijay Jog, William Hui-Chung Chang, Gary Prioste and certain affiliated entities and related persons (collectively, the “BUSA Stockholders”), have 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.

Prior to the capitalization of the Acquiror in accordance with the terms of the contribution and transfer agreement, the Acquiror did not beneficially own, or exercise control or direction over, directly or indirectly, any Common Shares of Quisitive. Following the capitalization and transfer of the Quisitive Shares to the Acquiror by the BUSA Stockholders and as of the date of this press release, the Acquiror beneficially owned, or exercised control or direction over, directly or indirectly, the Quisitive Shares previously beneficially owned, or over which control or direction was exercised, directly or indirectly by the BUSA Stockholders, representing approximately 33% of the issued and outstanding common shares of Quisitive on a non-diluted basis. Assuming completion of the Transaction, all of the Quisitive Shares will be delivered and returned by the Acquiror to Quisitive Payment Solutions, Inc. in accordance with the terms of the Agreement and thereafter, neither Acquiror, BUSA Holdings nor any BUSA Stockholder anticipates beneficially owning, or exercising control or direction over, directly or indirectly, any Common Shares of Quisitive.

The address and head office of the Acquiror is located at 2625 Townsgate Road, Suite 100, Westlake Village, CA 91361, USA. An early warning report has or will be filed by the Acquiror, on behalf of itself and its joint actors, 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.