• Shareholders to receive cash payment of $0.88 per Share

• Purchase price represents a 42% premium to the closing price of the Shares on August 9, 2024 and a 28% premium to the 20 day volume-weighted average trading price of the Shares

• Board of Directors unanimously recommends that shareholders vote in favour of the Arrangement Agreement; transaction expected to close in Q4 2024

EDMONTON, AB / ACCESSWIRE / August 12, 2024 / OneSoft Solutions Inc. (TSX-V:OSS) ("OneSoft" or the "Company") is pleased to announce that it has entered into a binding arrangement agreement dated August 12^th, 2024 (the "Arrangement Agreement") with irth Solutions LLC and its wholly-owned subsidiary irth Acquisition Corp. (collectively "Irth"), a Blackstone portfolio company, pursuant to which Irth will acquire all of the issued and outstanding shares of OneSoft (the "Shares") for $0.88 in cash per Share (the "Consideration"), representing a total cash equity value of approximately CDN$113 million on a fully-diluted basis (the "Transaction").

The Consideration represents premiums of approximately 42% and 28% to the closing price and 20-day volume weighted average closing price of the Shares, respectively, on the TSX Venture Exchange (the "TSX-V"), on August 9, 2024. OneSoft shareholders ("Shareholders") and holders of restricted share units ("RSU") will receive $0.88 per Share or per RSU. Holders of options to purchase Shares ("Options") will receive the amount by which the Consideration exceeds the exercise price of the Options. All unvested RSUs and Options will fully vest immediately prior to the change of control of the Company and will entitle such holders to the above Consideration.

"This transaction is an important milestone in OneSoft's journey and is highly beneficial to all shareholders and stakeholders," said Dwayne Kushniruk, OneSoft CEO. "Irth will continue supporting OneSoft's employees and customers while providing our shareholders with an attractive share price premium and full liquidity for their Shares."

"Irth fully understands the value of the OneSoft team and technology and how these can be leveraged to advance both Irth's and OneSoft's business operations and value," said Brad Gammons, Irth's CEO. "Our technologies, product offerings, skill-sets, clients and strategies are highly complementary and we look forward to combining our best-in-class operations to generate greater value for all of our clients, partners and the critical network infrastructure industry."

Transaction Details

The Transaction will be implemented by way of a statutory plan of arrangement under the Business Corporations Act (Alberta). Completion of the Transaction is subject to customary conditions, including court, regulatory and TSX-V approval and the approval of (i) at least two-thirds of the votes cast by Shareholders by proxy or at the Shareholder meeting to consider the proposed transaction (the "Meeting"), which is expected to be held in October 2024; and (ii) if required, a simple majority of the votes cast by Shareholders by proxy or at the Meeting (other than the votes of Shareholders excluded for the purposes of any "minority approval" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ).

In connection with the Transaction, all directors and officers of the Company, holding in aggregate approximately 25% of the issued and outstanding Shares, have entered into irrevocable voting and support agreements with Irth, pursuant to which they have agreed to vote all of their respective Shares in favour of the Transaction.

The Arrangement Agreement contains customary representations, warranties and covenants, including customary non-solicitation covenants from OneSoft, as well as "right to match" provisions in favour of Irth.

Subject to the satisfaction of all conditions to closing pursuant to the Arrangement Agreement, the Transaction is anticipated to be completed in the fourth quarter of 2024. Upon closing of the Transaction, the Shares will be delisted from the TSX-V as well as the OTCQB market and OneSoft will cease to be a reporting issuer under applicable Canadian securities laws.

Copies of the Arrangement Agreement will be publicly filed by OneSoft on its profile on SEDAR+ at www.sedarplus.ca. Additional details regarding the terms and conditions of the Transaction, the background to the Transaction and the rationale for the recommendation made by a special committee (the "Special Committee") consisting of the independent members of OneSoft's board of directors (the "Board") and the Board will be set out in the management information circular to be mailed to shareholders in connection with the Meeting and filed by OneSoft on its profile on SEDAR+ at www.sedarplus.ca.

Voting Recommendation and Fairness Opinion

The announcement of the Transaction follows the unanimous recommendation of the Transaction by the Special Committee. The Board, after receiving the unanimous recommendation of the Special Committee, and in consultation with its financial and legal advisors, has determined that the Transaction is: (i) fair to the Shareholders, and (ii) is in the best interests of OneSoft. The Board has unanimously approved the Transaction and recommends that Shareholders vote in favour of the Transaction.

In connection with its review and consideration of the Transaction, the Special Committee retained Grant Thornton LLP ("Grant Thornton") as its financial advisor in respect of the Transaction. Grant Thornton will be paid a fee based on time spent in respect of its services to the Special Committee, payment of which is not dependent upon completion of the Transaction.

Grant Thornton has provided a fairness opinion to the Special Committee and Board to the effect that, as of the date thereof, subject to the assumptions, limitations and qualifications communicated to the Special Committee, and required to be stated in such opinions, the consideration to be received by Shareholders pursuant to the Transaction is fair, from a financial point of view, to Shareholders.

Advisors

Grant Thornton LLP is acting as financial advisor to the Company. Parlee McLaws LLP is acting as legal advisor to the Company. John W. McClure Professional Corporation is acting as independent legal advisor to the Special Committee. RBC Capital Markets and Cantor Fitzgerald are acting as financial advisors to Irth. McGuire Woods LLP and McMillan LLP are acting as legal advisor to Irth.

About OneSoft and OneBridge

OneSoft is the creator of Cognitive Integrity Management or CIM software, an AI-powered enterprise pipeline integrity management software-as-a-service solution. OneSoft's clients collectively manage approximately 150,000 miles of oil and gas pipeline assets and rely on CIM for asset integrity, regulatory and operational functionality. OneSoft has industry-leading clients situated in the U.S.A., Canada, Australia and Colombia, including several Fortune 50, 100 and 500 companies and two of the industry's five supermajors. These clients utilize the CIM platform to optimize management of their pipeline assets, save operational costs and reduce pipeline failures and risks.

OneSoft has developed software technology and products that have capability to transition legacy, on-premises licensed software applications to operate on the Microsoft Azure Cloud Platform. Our business strategy is to seek opportunities to incorporate data science and machine learning, business intelligence and predictive analytics to create cost-efficient, subscription-based software-as-a-service solutions. Visit www.onesoft.ca for more information.

OneSoft's wholly-owned subsidiaries, OneBridge Solutions, Inc. and OneBridge Solutions Canada Inc. develop and market revolutionary new SaaS solutions that use advanced data science and machine learning to analyze big data using predictive analytics to assist oil and gas pipeline operators to predict pipeline failures and thereby save lives, protect the environment, reduce operational costs, and address regulatory compliance requirements. Visit www.onebridgesolutions.com for more information.

For more information, please contact

About Irth

Irth has served the critical network infrastructure industry for over 25 years developing and delivering enterprise software that blends business intelligence, artificial intelligence and geospatial data to provide the 360-degree situational awareness that owners and operators of critical network infrastructure need to intelligently and proactively mitigate and manage risk.

For more details, visit www.irthsolutions.com

For more information, please contact

Forward-looking Statements

This news release contains forward-looking statements relating to the proposed Transaction and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expects", "believe", "will", "intends", "plans" and similar expressions. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Such forward-looking information is provided to deliver information about management's current expectations and plans relating to the future. Investors are cautioned that reliance on such information may not be appropriate for other purposes, such as making investment decisions.

In respect of the forward-looking information and statements the Company has placed reliance on certain assumptions that it believes are reasonable at this time, including expectations and assumptions concerning, among other things: the ability to obtain necessary court, shareholder, regulatory, and stock exchange approvals and the timing of the Transaction, including the expected closing date. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release. Since forward-looking information addresses future events and conditions, such information by its very nature involves inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to many factors and risks. These include but are not limited to the risks associated with a change in applicable law, a material adverse change to OneSoft and the failure to obtain necessary court, shareholder, regulatory and stock exchange approvals.

Readers are cautioned that the foregoing list of factors is not exhaustive. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release, and the Company undertakes no obligation to update publicly or to revise any of the included forward-looking statements, whether because of new information, future events or otherwise, except as expressly required by Canadian securities law.

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities within the United States. The securities to be offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of such Act or other laws.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

SOURCE: OneSoft Solutions Inc.