OneSoft Solutions Inc.
TSX VENTURE : OSS

OneSoft Solutions Inc.

February 25, 2016 19:03 ET

OneSoft Solutions Inc. Announces Closing of Private Placement

EDMONTON, ALBERTA--(Marketwired - Feb. 25, 2016) - OneSoft Solutions Inc. (the "Company" or "OneSoft") (TSX VENTURE:OSS), a North American developer of cloud business solutions is pleased to announce that it has received and closed on the initial subscriptions for a total of 13,333,333 units ("Units") at a price of $0.075 per Unit for gross proceeds of $1,000,000 by way of a private placement (the "Private Placement"). Each Unit is comprised of one (1) common share ("Common Share") and one (1) Common Share purchase warrant (a "Warrant"). Each Warrant entitles the holder to purchase one (1) additional Common Share at a price of $0.15 per Common Share for a period of twenty-four (24) months following the date of closing. After four months and one day following the closing date, the Company will have the right to accelerate the expiry date of the Warrants if the closing price of the Company's common shares is equal to or exceeds $0.50 for twenty (20) consecutive trading days ("Price Trigger"). In the event of an acceleration, the expiry date of the Warrants will be accelerated to a date that is thirty (30) days after the Company issues a news release announcing that it has elected to exercise the acceleration right, or thirty (30) days after the date that written notice of acceleration has been given to the warrantholder. Thereafter, no further notification will be made by the Company to the subscriber. Notwithstanding satisfaction of the Price Trigger, the board of directors of the Company, in their sole discretion, may elect not to accelerate the expiry date of the Warrant and will issue a press release or written notice to the warrantholder to that effect. On February 11, 2016, OneSoft received conditional acceptance from the TSX Venture Exchange to close on and issue up to 13,333,333 Units.

The Company has since received further acceptance from the TSX Venture Exchange for up to an additional $250,000 for an over-subscription of the Private Placement, on the same terms. As a result of this over-subscribed amount, the TSX Venture Exchange has agreed to an extension of the final closing to, or about, March 4, 2016.

OneSoft intends to use the proceeds from this initial closing to fund new product development associated with the Microsoft Ventures Accelerator project that was announced on January 12, 2016 in connection with its wholly-owned subsidiary, OneBridge Solutions Inc., and for general working capital.

The participation in the Private Placement by certain of the directors of OneSoft is considered a "related party transaction" under Canadian Multilateral Instrument 61-101 ("MI 61-101"), but is otherwise exempt from the formal valuation and minority approval requirements of MI 61-101.

Pursuant to applicable Canadian securities laws, the securities issued under the Private Placement are subject to a four-month hold period from the time of closing of the Private Placement. In addition, for US resident subscribers, the securities issued are "restricted securities" as defined under Rule 144(a)(3) of the United States Securities Act of 1933 (the "U.S. Securities Act") and will contain the appropriate restrictive legends as required under the U.S. Securities Act.

About OneSoft Solutions Inc.

OneSoft Solutions Inc. has developed software technology and products that have capability to transition legacy, on-premise licensed software applications to operate on the Microsoft Cloud, in conjunction with Office 365, CRM Online and Microsoft Azure. OneSoft's business strategy is to seek opportunities to convert legacy business software applications that are historically cumbersome to deploy and costly to operate, to a more cost efficient subscription based business model utilizing the Microsoft Cloud, with accessibility through any internet capable device. Visit www.onesoft.ca for more information.

OneSoft's wholly owned subsidiary, OneBridge Solutions Inc., is currently engaged in Microsoft's Venture Accelerator Program to integrate data sciences and machine learning into its revolutionary cloud applications for the oil and gas pipeline industry. Visit www.onebridgesolutions.com for more information.

Forward-looking Statements

This news release contains forward-looking statements relating to the future operations and profitability of the Company 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 for the purpose of delivering 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: interest and foreign exchange rates; planned synergies, capital efficiencies and cost-savings; applicable tax laws; the sufficiency of budgeted capital expenditures in carrying out planned activities; the availability and cost of labour and services; the success of growth projects; future operating costs; that counterparties to material agreements will continue to perform in a timely manner; that there are no unforeseen events preventing the performance of contracts; and that there are no unforeseen material development or other costs related to current growth projects or current operations. 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 a number of factors and risks. These include, but are not limited to the risks associated with the industries in which the Company operates in general such as: costs and expenses; interest rate and exchange rate fluctuations; competition; ability to access sufficient capital from internal and external sources; and changes in legislation, including but not limited to tax laws.

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 as a result 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.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information