TORONTO, Oct. 17,
2023 /CNW/ - Quisitive Technology Solutions,
Inc. ("Quisitive" or the "Company") (TSXV: QUIS)
(Other OTCQX: QUISF) shareholders ("Shareholders"),
including Shawn Skelton, Elmcore Group Inc. c/o Felix Danciu, Jason
Hardy and Scott Hardy (the
"Quisitive Shareholders for Accountability", "We",
"Us" or "Our"), together with their joint actors,
William Hui-Chung Chang,
Gary Prioste and Vijay
Jog, exercise control or direction, or beneficial ownership,
over approximately 133.1 million Quisitive shares representing
approximately 33% of Quisitive's shares1 and today
announced that they have received indications of support from the
holders of over 40% of Quisitive's shares (inclusive of the shares
held by the Quisitive Shareholders for Accountability and after
giving effect to the issuance of the second earn-out shares in
connection with Quisitive's acquisition of BankCard USA Merchant Services, Inc. ("BankCard
USA")).
________________________________
|
1 After
giving effect to the issuance of the second earn-out shares
by Quisitive in connection with the acquisition of BankCard
USA, together with shares issuable in satisfaction of interest
accruing thereon through the date hereof, it is anticipated that
the Quisitive Shareholders for Accountability, together with their
joint actors, will exercise control or direction, or have
beneficial ownership, over approximately 148.6 million shares
representing approximately 36% of the issued and outstanding
Quisitive shares.
|
Continued Entrenchment of the
Board of Directors.
We wish to make clear that we are not supportive of the recently
announced appointment of Nick Lim
and Darcy Morris as director
nominees of Fax Capital Corp. ("Fax") and Ewing Morris & Co. Investment Partners
("Ewing Morris"),
respectively. Laurie Goldberg
already serves as a director nominee of Fax having joined
Quisitive's board of directors (the "Board") on June 28, 2021 and, with the appointment of
Messrs. Lim and Morris, Fax now has two director nominees on the
Board while Ewing Morris is now
represented by one director nominee.
The Quisitive Shareholders for Accountability believe the
appointment of a second director nominee for Fax, a longtime
Shareholder that has overseen significant value destruction at
Quisitive, and a director nominee for Ewing
Morris, a new and relatively insignificant shareholder with
a low cost base in its shares, are entirely inappropriate. These
appointments represent an attempt by the Board to further entrench
itself in the face of a considered and reasoned proposal by the
Quisitive Shareholders for Accountability to immediately appoint
William Hui-Chung Chang,
Felix Danciu and Ungad Chadda to the
Board, which the Board rejected. Our proposal for Board
refreshment, was, in our view, balanced and in the best interests
of Quisitive, as it would have provided the Board with critical
perspectives on Quisitive's cloud services and payment processing
businesses through the appointments of Messrs. Chang and Danciu,
respectively.
Importantly, the appointments of Messrs. Chang and Danciu would
ensure appropriate Shareholder representation and alignment at the
Board while providing the Board with critical skillsets it
currently lacks. Mr. Chadda was put forward as an independent
director with impeccable capital markets and business-related
credentials, which we believe Quisitive needs as it seeks to
restore its credibility with the public market.
The appointments of Messrs. Lim and Morris are nothing more than
a continuation of the status quo. Fax and Ewing Morris, individually and collectively,
hold far fewer shares than the Quisitive Shareholders for
Accountability and yet the Board has given them three directors
nominees, inclusive of Fax's existing director nominee, while
rejecting the Quisitive Shareholders for Accountability's proposal
for three director nominees. Quisitive cannot be allowed to
continue to operate this way; Quisitive is at a crossroads and
needs new leadership at the Board with directors who have relevant
industry and business experience, a deep understanding of
Quisitive's business, and a willingness to hold management
accountable and address the issues that Quisitive is facing to
drive a turnaround in the business. We encourage the Board to
listen to its Shareholders, accept that real change is needed, and
do what is in the best interests of Quisitive and all of its
Shareholders.
The Quisitive Shareholders for Accountability are further
considering their options, including with respect to the previously
announced requisition (the "Requisition") for a special
meeting (the "Meeting") of Shareholders and remain committed
to holding the Board accountable; however, we are concerned that
the refusal of the Board to issue the earn-out shares under the
BankCard USA stock purchase
agreement is being done in an attempt to disenfranchise the
Quisitive Shareholders for Accountability.
Entrepreneurial Spirit.
The Quisitive Shareholders for Accountability are successful
entrepreneurs who have first-hand knowledge of the commercial
affairs related to Quisitive and share an extensive professional
history in operations.
Shawn Skelton, Jason Hardy and Scott
Hardy were the sole shareholders of BankCard USA, which was sold to Quisitive in
May 2021. Felix Danciu of Elmcore Securities LLC was the
exclusive investment banking advisor in this transaction and has
extensive industry, capital markets and transactional experience.
Messrs. Skelton, J. Hardy, and S. Hardy remain employed at BankCard
USA as President, Vice President
and Vice President, respectively; all three intend to continue
leading the day-to-day operations of the payments division and are
prepared to support our Board nominees in leading a turnaround.
William Hui-Chung Chang and
Gary Prioste were the co-founders of
Menlo Technologies, Inc. ("Menlo Technologies"), which was
sold to Quisitive in January 2020.
Prior to his retirement in May 2022,
Gary Prioste was the President of
Quisitive's cloud services division (directly overseeing global
operations), and continued to serve as a consultant until
May 2023; as a result of this
intimate knowledge of the Company's cloud services division, Mr.
Prioste will be instrumental in providing ongoing support to our
Board nominees.
Vijay Jog was the founder of Corporate Renaissance Group Inc.
("CRG"), which was sold to Quisitive in June 2019. Vijay Jog was previously a director of
Quisitive until June 1, 2021 and had
operational control of CRG until December
31, 2021. He also served as President Global Business
Applications at Quisitive, and continues to assist in the growth of
CRG while spearheading delivery with some of CRG's key
customers.
As a group, we simply share the same alignment as the founding
entrepreneurs of BankCard USA,
Menlo Technologies, and CRG and we are committed to working
together to help Quisitive achieve the potential that was promised
to us by the Board. Unfortunately, we no longer have any faith in
the current Board.
We are the Natural Choice for
Shareholders, Customers and Employees.
Each of our director nominees are highly qualified and
accomplished, and bring vast business experience, operating
expertise, and an entrepreneurial mindset to the Board. Our
nominees share a common and very achievable goal: to create a
much-needed culture of operational excellence, integrity and
accountability at Quisitive, which is essential if Quisitive is to
reach its full potential. With the right leadership on the Board
and a commitment to acting in the interests of Shareholders, we
believe Quisitive can be turned around. Our nominees, if appointed
or elected, will help lead a turnaround and work to address the
operational and other issues that have led to a significant
deterioration in Quisitive's share price despite the strong
performance of BankCard USA, as
shown below since the closing date of the purchase of BankCard
USA by the Company:
This Board bears the responsibility for the deterioration in
Quisitive's share price and the issues facing the Company. There is
no reason to think that this Board, even with its new additions, is
now capable of leading a turnaround having overseen the decline in
Quisitive's business. We urge the Board to refrain from taking any
actions at this time under the guise of the strategic review and to
heed the views of Shareholders before making any key decisions on
the future of Quisitive.
The case for change at Quisitive is overwhelming and urgent;
however, we believe that meaningful improvement is possible under
new leadership and our nominees are prepared to work
collaboratively with management toward meaningful improvement. Our
goal is to drive a renewed focus on operational excellence, deliver
results, and restore the confidence that has been lost in the
market as evidenced through Quisitive's share price
deterioration.
The Quisitive Shareholders for Accountability have extensive
operational experience with Quisitive's businesses and are highly
motivated to drive Shareholder value through their significant
ownership interest in the Company. The Quisitive Shareholders for
Accountability are highly confident that their proposal will be the
least disruptive option for the Company at this time, given that
many customers and employees have long-standing professional
relationships with each of us. Our goal is the restoration of
confidence amongst our customers and employees, and to ultimately
drive value for all Shareholders. Furthermore, as we consider the
cash burn and ongoing delays of PayIQ, we believe there is value in
the PayIQ software and we intend to lend industry knowhow and a
strategic and balanced approach to meeting the technological
deliverables and integrations of the software with third-parties.
We intend to focus on "need" not "want", and launch a product in
order to begin generating revenue while developing additional
features in due course.
Quisitive's Business can be Better
Managed.
Quisitive has been one of the worst performers in its industry,
racking up losses and failing to drive growth and create
shareholder value. The results have been devastating for Quisitive
and its Shareholders on both an absolute and relative basis:
- Returns: Since May 7, 2021
(when the Company completed the purchase of BankCard USA), the price per share declined from CAD
$1.89 to CAD $0.34 as of the trading closing date of
October 13, 2023, which is a
negative loss of 82.0%.
- Valuation: Based on issued and outstanding shares
as of June 30, 2021 of 321,901,260
and issued and outstanding shares as of June
30, 2023 of 399,891,064, the market capitalization of the
Company declined from CAD $608.4
million as of the price per share on the date of the
Company's purchase of BankCard USA
on May 7, 2021 to CAD $136.0 million as of the trading closing price as
of October 13, 2023. This
represents a market capitalization loss of CAD $472.4 million.
- Perception: As a result of Quisitive's
deteriorating operating and financial performance and a loss of
investor confidence in the Board and management, Quisitive's shares
are trading at a near record low. The market has clearly lost
confidence in the Company at a critical time.
Without an Operational Turnaround,
Quisitive will Continue to Underperform and will Likely Face a Cash
Crunch that Could Force the Distressed Sale of Well Performing
Assets.
Rather than making the necessary operational changes or
executing on a results oriented turnaround plan, we are concerned
that Quisitive will continue to burn cash at an unsustainable rate
and the Board will again attempt to raise dilutive equity capital
while Quisitive's stock price is depressed or seek additional debt
financing at a time when interest rates continue to rise.
Without immediate intervention, the situation at Quisitive will
further deteriorate. The recent announcement of a strategic review
in response to our engagement with the Board demonstrates to the
public that the Board has no turnaround plan. This is a very
serious concern for us and other Shareholders – who fear that the
Board and management will crystalize years of value destruction by
selling assets on the cheap due to their inability to fix the
operating issues at the Company.
As entrepreneurs who were responsible for building and growing
BankCard USA, Menlo Technologies,
and CRG, we uniquely understand Quisitive's core businesses and
believe that we can provide much needed operational expertise and
leadership. We are also confident that with the right leadership at
the Board, we can work to address the Company's liquidity and
financing needs through a non-dilutive re-financing to better
position Quisitive for growth.
Inability by the Company to Meet
its Contractual Obligations to the Former Shareholders of BankCard
USA.
The Quisitive Shareholders for Accountability believe it is
important that all Shareholders know that in accordance with the
terms of the BankCard USA Merchant
Services Inc. stock purchase agreement, Quisitive has an undisputed
contractual obligation to make a significant cash payment and issue
shares to the Quisitive Shareholders for Accountability in
satisfaction of the second earn-out payment. BankCard USA exceeded the earnout targets under the
stock purchase agreement and the Company acknowledged months ago
that the second earn-out was due and payable; however, Quisitive
has not complied with its obligations thereunder. If the Company
is unable to meet its contractual obligations as they become due
for liquidity or other reasons, we believe the Board has an
obligation to be transparent and update Shareholders in accordance
with Quisitive's obligations under applicable securities
laws.
If the Company does not immediately make payment of the
outstanding earn-out amount and issue the earn-out shares, together
with the interest accruing thereon, the Quisitive Shareholders for
Accountability intend to commence litigation in Delaware against the Company to enforce their
rights under the BankCard USA
stock purchase agreement.
Moreover, and in the interest of transparency with all
Shareholders, we have included below additional information
regarding our previously proposed slate of director nominees that
were rejected by the Board.
The Situation is Critical – the
Company is in Urgent Need of an Operational
Turnaround.
The Company needs Board members with relevant operational
experience and a deep understanding of the Company's business in
order to address the issues facing Quisitive. Quisitive urgently
needs to right-size the spend associated with PayIQ and we are
prepared to work collaboratively with the management team in that
regard.
The collective investment by the Quisitive Shareholders for
Accountability in Quisitive is underpinned by our conviction that,
with the right leadership at the Board, the Company can restore its
prior successes. We believe the Company's assets are dramatically
undervalued. With the right Board members in place, we are
confident we can execute on a turnaround plan, and with a renewed
focus on operational excellence and prudent capital management, we
believe Quisitive's share price will recover and the Company can
return to growth.
Board Enhancement is Needed to
Refresh Governance and Oversee a Turnaround.
The Board does not have the credibility to manage a strategic
review following the deterioration of Quisitive's business on their
watch. The Quisitive Shareholders for Accountability believe Board
refreshment is needed, with directors who bring extensive knowledge
of Quisitive's business to the Board and a willingness to hold
management accountable while leading a turnaround plan.
Importantly, our director nominees
would bring a renewed focus on what is
in the best interests of Shareholders
to the Board.
The biographies of our director nominees follow below:
William Hui-Chung
Chang
William Hui-Chung Chang serves as the Co-Trustee of the
Chang Family Trusts, which is the Family Office of the Chang
Family. He serves as the Chairman of Westlake Realty Group and
Westlake International Group, which are the operating entities of
the Chang Family. He has invested in many technology companies,
both in information technologies and life sciences. He was the
founder of several IT consulting companies with Gary Prioste: Spinaway Technologies (fintech
business backed by Franklin Resources, Inc. NYSE:BEN); Localize
Technologies (sold to WeLocalize); and Menlo Technologies (sold to
Quisitive). In addition, he was the seed investor and serves
on the boards of Semler Scientific, Inc. (NASDAQ: SMLR) and Ensysce
Biosciences, Inc. (NASDAQ: ENSC).
Mr. Hui-Chung Chang has a
Bachelor of Economics from Harvard University. He is a
Principal Partner of the San Francisco Giants and Tokyo Machida
Football Club. He was also formerly the owner of DC United of
Major League Soccer, and the former Chairman of U.S.A. Rugby Football Union (national
governing body for the sport of rugby). In addition, he served on
the board of The Asia Foundation. He also served in the
Feinstein Administration, as Commissioner of the Port of
San Francisco and Social Services
Commission.
Ungad Chadda
Ungad Chadda is an experienced capital markets regulator and
financial services executive having previously worked at TMX Group,
parent company of Toronto Stock Exchange. Mr. Chadda was
responsible for building and maintaining the TMX Group investor
base as well as supporting its public interest mandate and
strategies to grow as a company. Mr. Chadda joined TMX Group
through one of its predecessor entities in 1997. During his tenure,
Mr. Chadda held progressively senior roles, including Director of
Listings, TSX Venture Exchange; Chief Operating Officer, TSX
Venture Exchange; Vice President, Business Development, Toronto
Stock Exchange and TSX Venture Exchange; President, Toronto Stock
Exchange; CFO of TSX Trust (formerly Equity Transfer and Trust) an
OSFI regulated entity; and SVP, Head of Enterprise Corporate
Strategy and External Affairs, TMX Group. Ungad currently advises
clients on capital markets, regulatory and governance
strategies.
Mr. Chadda attended McMaster
University, where he received an Honours Bachelor of
Commerce in 1994 and he received his Chartered Accountancy
designation while working with Ernst and Young LLP in 1996. Mr.
Chadda has served on multiple boards, and has completed
University of Toronto's Rotman Business
School Director Education Program.
Felix Danciu
Felix Danciu is the CEO of
Elmcore Group Inc. and its wholly-owned investment bank, Elmcore
Securities LLC (Member FINRA/SPIC). Elmcore Securities represented
BankCard USA in the sale to
Quisitive on May 7, 2021 for USD
$180 million, including earn-out.
Since November 2018, Elmcore was
BankCard USA's outside business
advisor and bookkeeper, preparing BankCard USA for its first financial audit and eventual
sale. Elmcore continued its accounting support post-transaction
under Quisitive until August 2022.
With intimate background of the financial and commercial operations
of BankCard USA, Mr. Danciu has
developed extensive experience in the payment processing industry
and earned the full support of Messrs. Skelton, J. Hardy and S.
Hardy. Mr. Danciu's background spans more than 20 years in consumer
goods, software, gaming, healthcare, telecom, media, real estate,
and mining. Mr. Danciu is currently on the board of a marketing and
advertising firm and renewable energy developer and is actively
involved in M&A as a principal and advisor. Mr. Danciu has a
Bachelor of Arts from Cornell
University with degrees in Economics and Government.
Further Information Concerning Our
Nominees.
The Quisitive Shareholders for Accountability's
nominees are William Hui-Chung Chang, Ungad Chadda and
Felix
Danciu. The table below sets out, in respect
of each nominee, his name, province or state and country of
residence, his principal occupation, business or employment within
the five preceding years, and the number of shares beneficially
owned, or controlled or directed, directly
or indirectly, by him.
Name and
Province
or State, and
Country of
Residence(2)
|
Principal Occupation
for
the Five Preceding Years(2)
|
Number
of Common Shares of the
Company Beneficially Owned, or
Controlled or Directed, Directly or
Indirectly(2)
|
William Hui-Chung
Chang (1)
Atherton,
California,
United States of
America
|
Chairman: Westlake
Realty
Group (2001 – Present)
Chairman: Westlake
International Group (2002 –
Present)
Chief Executive
Officer:
Westlake Realty Group (2001
– January 2022)
Chief Executive
Officer:
Westlake International Group
(2002 – January 2022)
|
35,115,246
|
Ungad Chadda
(1)
Toronto,
Ontario,
Canada
|
Senior Vice President,
Head of
Enterprise Corporate Strategy
and External Affairs: TMX
Group (2018 – 2019)
Independent Capital
Markets Consultant (2019 – Present)
|
Nil.
|
Felix Danciu
(1)
Lake Forest,
Illinois, United States
of
America
|
Chief Executive
Officer:
Elmcore Group Inc. (March
2011 – Present)
|
2,784,0822
|
_______________________
|
Notes:
|
|
(1)
|
None of the nominees
currently holds any position with the Company.
|
(2)
|
The information
concerning each of the nominees in this table has been furnished by
the respective nominees.
|
________________________________
|
2 After
giving effect to the issuance of the second earn-out shares
by Quisitive in connection with the acquisition of BankCard
USA, together with shares issuable in satisfaction of interest
accruing thereon through the date hereof, it is anticipated that
Mr. Danciu will exercise control or direction, or have beneficial
ownership, over approximately 3,711,422 shares representing
approximately 0.9% of the issued and outstanding Quisitive
shares.
|
Boards of Other Reporting Issuers on Which the Nominees
Serve
Nominee
|
Boards of Other Reporting
Issuers on Which the
Nominee Serves
|
William Hui-Chung
Chang
|
Semler Scientific,
Inc.; and,
Ensysce Bioscences,
Inc.
|
Ungad Chadda
|
Not
applicable.
|
Felix Danciu
|
Not
applicable.
|
Other Information Concerning the
Director Nominees
Based on information provided by each respective nominee, each
of the nominees other than
Mr. Danciu is independent of the Company.
Based on information provided by each respective nominee, none
of the nominees: (a) is, as at the date of this release, or has
been within the previous 10 years, a director, chief executive
officer or chief financial officer of any company that (i) was the
subject of a cease trade order or an order similar to a cease trade
order or an order that denied the relevant company access to any
exemption under securities legislation, in each case, that was in
effect for a period of more than 30 consecutive days (an
"order") while such nominee was acting in the capacity as
director, chief executive officer or chief financial officer, or
(ii) was subject to an order that was issued after such nominee
ceased to be a director, chief executive officer or chief financial
officer and which resulted from an event that occurred while such
nominee was acting in the capacity as director, chief executive
officer or chief financial officer; (b) is, as at the date of this
release, or has been within the previous 10 years, a director or
executive officer of any company that, while such nominee was
acting in that capacity, or within a year of the nominee ceasing to
act in that capacity, became bankrupt, made a proposal under any
legislation relating to bankruptcy or insolvency or was subject to
or instituted any proceedings, arrangement or compromise with
creditors or had a receiver, receiver manager or trustee appointed
to hold its assets; or (c) has, within the previous 10 years,
become bankrupt, made a proposal under any legislation relating to
bankruptcy or insolvency, or become subject to or instituted any
proceedings, arrangement or compromise with creditors, or had a
receiver, receiver manager or trustee appointed to hold the assets
of such nominee.
Based on information provided by each respective nominee, none
of the nominees has been subject to: (a) any penalties or sanctions
imposed by a court relating to securities legislation or by a
securities regulatory authority or has entered into a settlement
agreement with a securities regulatory authority; or (b) any other
penalties or sanctions imposed by a court or regulatory body that
would likely be considered important to a reasonable securityholder
in deciding whether to vote for a nominee.
Based on information provided by each respective nominee, none
of the nominees or their respective associates or affiliates has:
(a) any material interest, direct or indirect, in any transaction
since the commencement of the Company's most recently completed
financial year or in any proposed transaction which has materially
affected or would materially affect the Company or any of its
subsidiaries, other than as disclosed herein, including with
respect to the second earnout outstanding under the BankCard stock
purchase agreement; or (b) any material interest, direct or
indirect, by way of beneficial ownership of securities or
otherwise, in any matter to be acted on at the Meeting, other than
as disclosed herein, including with respect to the potential
removal of certain incumbent directors and the election of
directors to fill the vacancies created by such removals.
None of the Quisitive Shareholders for Accountability, or, to
their knowledge, any of their respective associates or affiliates,
has: (a) any material interest, direct or indirect, in any
transaction since the commencement of the Company's most recently
completed financial year or in any proposed transaction which has
materially affected or would materially affect the Company or any
of its subsidiaries, other than as described herein, including with
respect to the second earnout outstanding under the BankCard stock
purchase agreement; or (b) any material interest, direct or
indirect, by way of beneficial ownership of securities or
otherwise, in any matter to be acted on at the Meeting, other than
as described herein, including with respect to the potential
removal of certain incumbent directors and the election of
directors to fill the vacancies created by such removals.
Information in Support of
Public Broadcast Solicitation
The information contained in this press release does not and is
not meant to constitute a solicitation of a proxy within the
meaning of applicable corporate and securities laws.
Although the Quisitive Shareholders for Accountability may
requisition a meeting of Shareholders, such a requisition has not
yet been submitted, there is currently no record or meeting date
and Shareholders are not being asked at this time to execute a
proxy in favour of the Quisitive Shareholders for Accountability's
nominees or any other resolutions that may be set forth in the
requisition. Notwithstanding the foregoing, the Quisitive
Shareholders for Accountability are voluntarily providing the
disclosure required under sections 9.2(4) and 9.2(6) of National
Instrument 51-102 – Continuous Disclosure Obligations in
accordance with corporate and securities laws applicable to public
broadcast solicitations.
This press release and any solicitation made by the Quisitive
Shareholders for Accountability in advance of the Meeting is, or
will be, as applicable, made by the Quisitive Shareholders for
Accountability and not by or on behalf of the management of
Quisitive. In connection with the Meeting, the Quisitive
Shareholders for Accountability may file an information circular in
due course in compliance with applicable corporate and securities
laws.
As noted above, the Quisitive Shareholders for Accountability
are not soliciting proxies in connection with the Meeting at this
time, and Shareholders are not being asked at this time to execute
proxies in favour of the Quisitive Shareholders for
Accountability's nominees (in respect of the Meeting) or any other
resolution that may be set forth in the requisition. Proxies may be
solicited by the Quisitive Shareholders for Accountability pursuant
to an information circular sent to shareholders after which
solicitations may be made by or on behalf of the Quisitive
Shareholders for Accountability, by mail, telephone, fax, email or
other electronic means as well as by newspaper or other media
advertising, and in person by directors, officers and employees of
the Quisitive Shareholders for Accountability, who will not be
specifically remunerated therefor. The Quisitive Shareholders for
Accountability may also solicit proxies in reliance upon the public
broadcast exemption to the solicitation requirements under
applicable corporate and securities laws, conveyed by way of public
broadcast, including through press releases, speeches or
publications, and by any other manner permitted under applicable
Canadian laws. The Quisitive Shareholders for Accountability may
engage the services of one or more agents and authorize other
persons to assist in soliciting proxies on behalf of the Quisitive
Shareholders for Accountability.
All costs incurred for any solicitation will be borne by the
Quisitive Shareholders for Accountability, provided that, subject
to applicable law, the Quisitive Shareholders for Accountability
may seek reimbursement from Quisitive for their out-of-pocket
expenses, including proxy solicitation expenses and legal fees,
incurred in connection with a successful reconstitution of the
Board.
The Quisitive Shareholders for Accountability are not requesting
that Shareholders submit a proxy at this time. Once the Quisitive
Shareholders for Accountability have commenced a formal
solicitation of proxies in connection with the Meeting, a
registered shareholder of Quisitive that gives a proxy may revoke
it: (a) by completing and signing a valid proxy bearing a later
date than the proxy being revoked and returning the newly completed
and signed proxy in accordance with the instructions contained in
the form of proxy; (b) by depositing an instrument in writing
executed by the shareholder or by the shareholder's attorney
authorized in writing, as the case may be: (i) at the registered
office of Quisitive at any time up to and including the last
business day preceding the day of the Meeting at which the proxy is
to be used, or (ii) with the chairman of the Meeting on the day of
the Meeting; or (c) in any other manner permitted by law. A
non-registered holder of common shares of Quisitive will be
entitled to revoke a form of proxy or voting instruction form given
to an intermediary at any time by written notice to the
intermediary in accordance with the instructions given to the
non-registered holder by its intermediary.
Quisitive's registered office address is Suite 2200, HSBC
Building, 885 West Georgia Street, Vancouver, BC, V6C 3E8. A copy of this press
release may be obtained on Quisitive's SEDAR+ profile at
www.sedarplus.ca.
Disclaimer
The information contained or referenced herein is for
information purposes only in order to provide the views of the
Quisitive Shareholders for Accountability and the matters which the
Quisitive Shareholders for Accountability believe to be of concern
to Shareholders described herein. The information is not tailored
to specific investment objections, the financial situations,
suitability, or particular need of any specific person(s) who may
receive the information, and should not be taken as advice in
considering the merits of any investment decision. The views
expressed herein represent the views and opinions of the Quisitive
Shareholders for Accountability, whose opinions may change at any
time and which are based on analyses of the Quisitive Shareholders
for Accountability and their respective advisors.
Cautionary Statement Regarding
Forward-Looking Statements
This press release contains forward-looking information within
the meaning of applicable securities laws. In general,
forward-looking information refers to disclosure about future
conditions, courses of action, and events. Forward-looking
information in this press release may include, but is not limited
to, statements of the Quisitive Shareholders for Accountability
regarding (i) their intention to commence litigation against the
Company; (ii) the Meeting, including with respect to Requisition
and the Quisitive Shareholders for Accountability's intentions in
that regard, (iii) how the Quisitive Shareholders for
Accountability intend to vote on the resolutions to be proposed by
the Requisition, (iv) changes to the Company's Board composition,
including the proposed replacement of directors, (v) the nominees
for election or appointment as directors of Quisitive, and (vi)
matters relating to Quisitive, including its business, operations
and financial condition, including future performance and matters
relating to Quisitive's share price. All statements contained in
this press release that are not clearly historical in nature or
that necessarily depend on future events are forward–looking, and
the use of any of the words "anticipates", "believes", "expects",
"intends", "plans", "will", "would", and similar expressions are
intended to identify forward-looking statements. These statements
are based on current expectations of the Quisitive Shareholders for
Accountability and currently available information. Forward-looking
statements are not guarantees of future performance, involve
certain risks and uncertainties that are difficult to predict, and
are based upon assumptions as to future events that may not prove
to be accurate. The Quisitive Shareholders for Accountability
undertake no obligation to update publicly or revise any
forward-looking statements, whether as a result of new information,
future events, or otherwise, except as required by applicable
securities legislation.
SOURCE Quisitive Technology Solutions, Inc.