OneSoft Solutions Inc.
TSX VENTURE : OSS

OneSoft Solutions Inc.

February 24, 2016 16:45 ET

OneSoft Solutions Inc. Announces Strategic Divestment of Certain Assets to Tangicloud Solutions Inc.

EDMONTON, ALBERTA--(Marketwired - Feb. 23, 2016) - OneSoft Solutions Inc. (the "Company" or "OneSoft") (TSX VENTURE:OSS), a North American developer of cloud business solutions is pleased to announce that its wholly owned subsidiary, OneCloudco Limited ("OneCloudco"), has entered into an agreement whereby Tangicloud Technologies, Inc. ("Tangicloud") of Denver Colorado will acquire certain assets of OneCloudco and assume operational responsibility for OneCloudco's OneNFP business unit. The acquisition price (the "Payments") is variable and cannot be accurately stated at this time, as it is ultimately conditional upon the future revenues of Tangicloud, time of payment, and fluctuations in the US currency exchange rate. The Company anticipates that up to $500,000 may be realized in net contribution for the assets being sold, based on the revenue growth and payment date projections as anticipated by Tangicloud. However, the Payments may also be negligible, in the event Tangicloud is unable to effectively launch its business. The Payments are expected to be net of expenses incurred for the OneCloudco business division, as the transaction results in no further requirement for additional investment by OneSoft to grow OneCloudco revenues, other than minimal expenses to transition the business to Tangicloud.

OneCloudco has been aggressively developing and promoting its fundraising and accounting software for the past several years. However, subsequent to the launch of the OneBridge business unit in July of 2015, OneSoft decided to curtail its initiatives to further progress the OneNFP business unit, to focus on what OneSoft believes to be a significant opportunity with the OneBridge business unit, and to sell the OneNFP business unit to Tangicloud.

"We believe that Tangicloud is the ideal company to assume the OneCloudco business unit from several perspectives," stated Dwayne Kushniruk, CEO of OneSoft. "Tangicloud has its own proprietary software products that have no dependency upon legacy IP, and its principals have deep domain expertise and extensive experience that relates to the non-profit industry solutions. We believe that this represents a good scenario for our customers, who will be transitioned from OneNFP's products to Tangicloud's new cloud software solutions. The divestiture of the OneNFP business unit will allow us to now focus fully on our OneBridge division."

Jay Malik, CEO of Tangicloud, stated, "We are looking forward to continuing the OneNFP relationships already established, including the customers, partners and vendors who have shown trust and enthusiasm for modern Microsoft cloud technology. And we anticipate working closely with Microsoft to continue earning the respect and faith of an industry we believe in. Integration of our accounting software products with those cloud technologies developed by OneCloudco for operating on Microsoft's Cloud Services platform will provide greatly advanced solutions for nonprofits and governments everywhere."

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.

About Tangicloud Technologies, Inc.

Tangicloud Technologies, Inc. provides cloud software solutions based on Microsoft technologies for non-profit organizations and government entities. Tangicloud principals, Jay Malik and Liesa Malik, have extensive industry experience, having developed and marketed software solutions for non-profit, NGO and public sector organizations for the past 20 years, including work for American Fundware, co-founding Serenic Software, Inc., and subsequently as principals of Centerline Software, Inc., which developed specialized software applications, reporting tools and base product enhancements for Microsoft's Dynamics NAV ERP application. Visit www.tangicloud.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.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

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