OneSoft Solutions Inc.
TSX VENTURE : OSS

OneSoft Solutions Inc.

February 26, 2015 16:12 ET

OneSoft Solutions Inc. Announces Private Placement

EDMONTON, ALBERTA--(Marketwired - Feb. 26, 2015) - OneSoft Solutions Inc. (the "Company" or "OSS") (TSX VENTURE:OSS), a North American developer of cloud-based business solutions, is pleased to announce that, subject to regulatory approval, the Corporation intends to complete an offering of up to 20,000,000 units ("Units") at a price of $0.05 per Unit for gross proceeds of up to $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 $0.10 per Common Share for a period of thirty-six (36) 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.

The Company intends to use the proceeds from the Private Placement to fund sales and marketing activities, invest in new product development and for general working capital.

Certain insiders of the Company may acquire Units under the Private Placement. Any such participation would constitute a "related party transaction" within the meaning of Policy 5.9 of the TSX Venture Exchange which incorporates Multilateral Instrument 61-101 ("MI 61-101"). Such participation is exempt from the valuation and minority shareholder approval requirements of MI 61-101 based on the fact the Company is not listed on a specified market and the fair market value of the Private Placement is not more than $2,500,000.

ON BEHALF OF THE BOARD OF DIRECTORS

ONESOFT SOLUTIONS INC.

Douglas Thomson, Chair

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.

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