Quisitive Technology Solutions, Inc. (Formerly Nebo Capital Corp.) and Fusion Agiletech Partners Inc. Announce Closing of Qualifying Transaction
Toronto, Ontario--(Newsfile Corp. - August 9, 2018) - Quisitive Technology Solutions, Inc. (formerly Nebo Capital Corp.) (TSXV: QUIS) ("Quisitive") and Fusion Agiletech Partners Inc. ("Fusion") are pleased to announce that they have closed their previously announced business combination which resulted in a reverse take-over of Quisitive by the shareholders of Fusion (the "Transaction"). The common shares of Quisitive (the "Quisitive Shares") are expected to resume trading on the TSX Venture Exchange (the "TSXV") under the symbol "QUIS" at the open on Monday, August 13, 2018.
The Transaction proceeded by way of a three cornered amalgamation (the "Amalgamation") pursuant to which Fusion amalgamated with Nebo Acquisition Corp., a wholly-owned subsidiary of Quisitive ("Subco") incorporated under the laws of Ontario, and Quisitive acquired all of the issued and outstanding Class A common shares of Fusion (the "Fusion Shares"), in exchange for Quisitive Shares on a 1:1 basis, such that Fusion became a wholly-owned subsidiary of Quisitive. The Amalgamation also provided that all outstanding convertible securities to purchase Fusion Shares were either exchanged in accordance with their terms, on a 1:1 basis, for economically equivalent securities of Quisitive or became exercisable for equivalent securities of Quisitive in lieu of securities of Fusion and otherwise on the same terms and conditions. In connection with the closing of the Transaction, Quisitive also changed its name from "Nebo Capital Corp." to "Quisitive Technology Solutions, Inc.".
Upon completion of the Transaction, there are an aggregate of 84,831,013 Quisitive Shares issued and outstanding (non-diluted), of which the shareholders of Quisitive hold approximately 11.99%, and the shareholders of Fusion hold approximately 88.01%.
In addition, immediately following the Transaction:
- 12,283,644 Quisitive Shares are reserved for issuance upon exercise of all outstanding Fusion share purchase warrants issued in connection with the brokered private placement completed on March 29, 2018 and June 1, 2018 (the "Private Placement");
- 2,516,566 Quisitive Shares are reserved for issuance upon exercise of the compensation options issued to Clarus Securities Inc., PowerOne Capital Markets Limited and Primary Capital Inc., who acted as agents in connection with the Private Placement;
- Quisitive, under the membership interest purchase agreement may be required to pay an additional amount of up to USD$2,500,000 as earn-out to former membership interest holders of Quisitive, LLC ("Quisitive"), a subsidiary of Fusion Agile Tech Holdings Ltd. ("Fusion Holdings"), which in turn is a subsidiary of Fusion, and which amount shall be payable in Quisitive Shares at a deemed price of $0.35 per share;
- Quisitive will be required to issue 2,125,000 Quisitive Shares as employment incentives to certain employees of LedgerPay Inc., a subsidiary of Fusion Holdings; and
- 1,815,000 Quisitive Shares are reserved for issuance upon the exercise of all previously existing stock options of Fusion and Quisitive.
Complete details of the terms of the Transaction are set out in the filing statement of Quisitive dated as of July 27, 2018, available on SEDAR under Quisitive's profile at www.sedar.com.
Investors are cautioned that, except as disclosed in the filing statement prepared in connection with the Transaction, any information released or received with respect to the proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Quisitive should be considered highly speculative. The TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
Upon completion of the Transaction, all directors and officers of Quisitive resigned and were replaced by nominees of Fusion, as follows (i) Michael Reinhart — Chief Executive Officer and Director; (ii) Stephanie Ratza—Chief Financial Officer; (iii) Gord McMillan — Director; (iv) Dave Guebert— Director; and (v) Phil Sorgen— Director.
Information Concerning Quisitive
Quisitive exists under the provisions of the Business Corporations Act (British Columbia) with its registered office in Vancouver, British Columbia. Prior to completion of the Transaction, it was a capital pool company and the Transaction constitutes its "Qualifying Transaction" as such term is defined in the policies of the TSXV. Quisitive is a "reporting issuer" within the meaning of the Securities Act (Ontario), Securities Act (British Columbia) and Securities Act (Alberta).
Quisitive, through its direct and indirect subsidiaries, plans to build one of North America's largest capabilities in customer-oriented information technology solutions, specializing in transformative technologies including blockchain, cloud and agile software development. Quisitive, LLC is one of Microsoft's top US partners, a Microsoft National Solutions provider and a leading Microsoft Blockchain partner. Quisitives's growth strategy includes acquisition of IT services firms to build one of the industry's largest consulting services firms, bringing high value to Microsoft and their customers.
Quisitive will fund investments in blockchain product innovation to create industry Blockchain-as-a-Service solutions. These solutions will leverage cloud and distributed ledger technology to build trust, simplicity, operational efficiency and enhanced customer experience. Quisitive, in partnership with Microsoft, will be working with clients and developers across multiple industries to explore how blockchain can transform how business is done in areas as diverse as banking and financial services, supply chain, healthcare, travel and transportation, and energy and utilities. Quisitive's Ledgerpay initiative will leverage Quisitive, LLC's unique experience in payment system technology and its strong relationships in the US banking and merchant communities.
For further information regarding the Transaction, please contact:
Mike Reinhart, Chief Executive Officer, Quisitive.
Telephone: (972) 536-1025
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.
The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.
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.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION:
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. 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. 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. In this news release, forward-looking statements relate, among other things, to the receipt of final regulatory approvals and the business and operations of Fusion and Quisitive after the Transaction. 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. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, Quisitive and Fusion assume no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
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