CPE News (3/8/2021) – Quisitive Technology Solutions Inc. (TSX-V: QUIS) has entered into a binding agreement with FAX Capital Corp. (TSX: FXC) pursuant to which FAX has agreed to purchase, on a non-brokered private placement basis, 16,000,000 common shares of Quisitive from treasury at a price of $1.25 per share for gross proceeds of $20,000,000.
Upon closing of the Private Placement, FAX will hold approximately 7.6% of the total issued and outstanding common shares. Quisitive has agreed, subject to certain conditions, to provide FAX the right to nominate one member to the board of directors of the Company, a pre-emptive right to participate in future offerings of securities of the Company, and registration rights with respect to its Common Shares. FAX has agreed to a lock-up for a period of 12 months and will receive a capital commitment fee payment from the Company equal to 3.5 per cent of the aggregate subscription amount.
The financing is expected to close in mid-March. Quisitive intends to use the net proceeds of the Private Placement for strategic acquisition opportunities and for general corporate purposes.
With offices in Dallas, Texas, Denver, Colorado, and Ottawa, Toronto based Quisitive is a premier Microsoft solutions provider that helps enterprises move, operate, and innovate in the Microsoft cloud: Microsoft Azure, Microsoft Dynamics, and Microsoft 365.
Toronto based FAX Capital is an TSX listed investment holding company. FAX invests in equity, debt and/or hybrid securities of high-quality businesses. FAX initially intends to invest in approximately 10 to 15 high-quality small cap public and private businesses located primarily in Canada and, to a lesser extent, the United States.
photo credit: Quisitive Technology Solutions
News Release
Quisitive Announces Strategic $20 Million Investment by FAX Capital
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TORONTO, March 08, 2021 (GLOBE NEWSWIRE) — Quisitive Technology Solutions Inc. (“Quisitive” or the “Company”) (TSXV: QUIS), a premier Microsoft Cloud Services and Payments Solutions Provider, is pleased to announce that it has entered into a binding agreement with FAX Capital Corp. (TSX: FXC & FXC.WT) (“FAX”) pursuant to which FAX has agreed to purchase, on a non-brokered private placement basis, 16,000,000 common shares of Quisitive (“Common Shares”) from treasury at a price of $1.25 per Common Share for gross proceeds of $20,000,000 (the “Private Placement”).
The Private Placement is expected to close in mid-March and remains subject to the execution of final documentation and the approval of the TSX Venture Exchange. The Company intends to use the net proceeds of the Private Placement for strategic acquisition opportunities and for general corporate purposes.
“This cornerstone investment from FAX will fortify our balance sheet and give Quisitive the flexibility and bandwidth to accelerate our growth, execute strategic acquisitions and bring our LedgerPay payments solution to market,” said Quisitive CEO, Mike Reinhart. “With the recent developments of the LOI with a bank sponsor, the engagement of key payments industry executives, and the accomplishment of achieving ‘Microsoft Co-sell Ready Status,’ we are making major strides to commercialize LedgerPay at scale. FAX’s investment in Quisitive is a strong endorsement of the potential of our innovative LedgerPay payments platform and Microsoft Cloud Services capability, and we look forward to benefiting from the strategic insights and support from FAX.”
“We are pleased to support Quisitive in its pursuit of new and exciting growth opportunities which make this a compelling investment for FAX,” said Blair Driscoll, CEO of FAX. “This private placement is consistent with our strategy to provide patient, flexible and long-term capital to leading companies where we can meaningfully contribute and support their ongoing growth and development as a value-add partner.”
Upon closing of the Private Placement, FAX will hold approximately 7.6 per cent of the total issued and outstanding Common Shares. Quisitive has agreed, subject to certain conditions, to provide FAX the right to nominate one member to the board of directors of the Company, a pre-emptive right to participate in future offerings of securities of the Company, and registration rights with respect to its Common Shares. FAX has agreed to a lock-up for a period of 12 months and will receive a capital commitment fee payment from the Company equal to 3.5 per cent of the aggregate subscription amount.
About FAX:
FAX (TSX: FXC & TSX: FXC.WT) is an investment holding company with a business objective to maximize its intrinsic value on a per share basis over the long-term by seeking to achieve superior investment performance commensurate with reasonable risk. FAX invests in equity, debt and/or hybrid securities of high-quality businesses. FAX initially intends to invest in approximately 10 to 15 high-quality small cap public and private businesses located primarily in Canada and, to a lesser extent, the United States. Further information about FAX is available at www.faxcapitalcorp.com.
About Quisitive:
Quisitive (TSXV: QUIS) is a premier Microsoft solutions provider that helps enterprises move, operate, and innovate in the Microsoft cloud: Microsoft Azure, Microsoft Dynamics, and Microsoft 365. Quisitive also provides proprietary SaaS solutions such as emPerform™ and LedgerPay that complement the Microsoft platform. LedgerPay is an innovative payments intelligence platform and data insights solution that transforms everyday debit or credit purchase transaction data into seamless customer loyalty for merchants. Quisitive serves clients globally from offices in the U.S and Canada. 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
FAX Investor Contact:
Tim Foran
IR@faxcapitalcorp.com
FAX Media Contact
Kieran Lawler
(416) 303-0799
Kieran.lawler@loderockadvisors.com
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No securities regulatory authority has either approved or disapproved of the contents of this news release. The Toronto Stock Exchange accepts no responsibility for the adequacy or accuracy of this release.