Shareholders of OneSoft Solutions Inc. Approve the Acquisition by irth Solutions LLC Pursuant to the Arrangement Agreement

EDMONTON, AB / ACCESSWIRE / October 24, 2024 / OneSoft Solutions Inc. (TSX-V:OSS) ("OneSoft" or the "Company") is pleased to announce the results of the special meeting of OneSoft shareholders (the "Shareholders") held on October 24, 2024 at 9:00 A.M. (the "Meeting") wherein Shareholders approved a special resolution (the "Arrangement Resolution") approving the plan of arrangement announced on August 12, 2024 with irth Solutions LLC and its wholly owned subsidiary irth Acquisition Corp. (collectively, "Irth"), a Blackstone portfolio company (the "Transaction"). Pursuant to the Transaction, Irth will acquire all of the issued and outstanding common shares of OneSoft (the "Shares") for $0.88 in cash per Share, representing a total cash equity value of approximately CDN $113.4 million on a fully-diluted basis.

At the Meeting, 77.3% of the issued and outstanding Shares were voted by Shareholders, with 92.3% of the Shares voted in favour of the Arrangement Resolution (91.6% after excluding Shares required to be excluded under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions).

The Company is scheduled to seek final approval of the Transaction from the Court of King's Bench of Alberta on November 1, 2024 at 2:00 pm (the "Court Approval"). Closing of the Arrangement is subject to satisfaction of customary closing conditions for a transaction of this nature. Subject to the satisfaction or waiver of conditions precedent to the Transaction, closing of the Transaction is expected to occur on or about November 1, 2024. Following completion of the Transaction, the Shares will be delisted from the TSX Venture Exchange (the "TSXV").

Action Required by OneSoft Shareholders

Registered Shareholders of the Company are reminded to submit and follow the instructions in the Letter of Transmittal that was included in the voting information packages mailed to Shareholders prior to the Meeting.

About OneSoft and OneBridge

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. (collectively, "OneBridge") 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. OneBridge is the creator of CIM software, an AI-powered enterprise pipeline integrity management software-as-a-service solution. Visit www.onebridgesolutions.com for more information.

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Forward-looking Statements

This news release contains forward-looking statements relating to the Transaction, Court Approval, timing of closing of the Transaction and delisting of the Shares on the TSXV 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 Approval, and satisfaction or waiver of conditions to closing the Transaction. 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 Approval or failure of parties to satisfy conditions to closing the Transaction.

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.