OneSoft Solutions Inc.

OneSoft Solutions Inc.

July 30, 2015 02:15 ET

OneSoft Solutions Inc. Announces the Successful Completion of the Acquisition of the Business of Bridge Solutions Inc.

EDMONTON, ALBERTA--(Marketwired - July 30, 2015) - OneSoft Solutions Inc. ("OneSoft" or "OSS") (TSX VENTURE:OSS), a North American developer of cloud-based business solutions, is pleased to announce that further to its announcement in a press release issued on July 13, 2015 (the "July 13, 2015 PR") OneSoft has finalized the completion of the acquisition of the business and assets of Bridge Solutions Inc. ("Bridge") (the "Transaction").

Key Terms of the Transaction and Go-Forward Strategies

Pursuant to the terms of the Transaction, OneSoft has acquired all rights, title and interest in and to the Bridge assets including but not limited to, the intellectual property rights, software contracts, license agreements, work-in-process and trademark rights, as well as any and all rights that pertain to customer records, marketing and technical materials, telephone and internet identities associated with the Bridge business (collectively the "Bridge Assets").

The acquisition price was $762,647, paid in OSS shares at a deemed price of $0.065 per share, wherein 11,733,024 OSS shares (the "Acquisition Shares") in total were issued, directly and indirectly, to Messrs. Tim Edward, Dwayne Kushniruk (CEO of OneSoft) and Brandon Taylor (President of OneSoft's US subsidiary, OneCloudco Limited) as to 50%, 39% and 11%, respectively. This Transaction was supported by OneSoft shareholders, wherein more than 50% of the "Disinterested Shareholders" voted to support the Transaction in accordance with the terms as disclosed in the July 13, 2015 PR. As Messrs. Edward, Kushniruk and Taylor were Related Parties to this Transaction and were not Disinterested Shareholders, their shares were excluded from voting in connection with this Transaction. The Transaction is classified as a "related party transaction" pursuant to Policy 5.9 of the TSX Venture Exchange and Multilateral Instrument 61-101 ("MI 61-101"), but is otherwise exempt from the formal valuation and minority approval requirements of MI 61-101.

Of the Acquisition Shares issued, 4,503,800 are subject to certain escrow restrictions (the "Escrowed Shares") wherein the Escrowed Shares will be released based on a performance earned out value to be determined by the future generation of EBITDA contribution from the Bridge business unit. Escrowed Shares that do not become releasable in accordance with the earned out value calculation within five years will be cancelled. The Acquisition Shares are also subject to a hold period of 4 months and one day under applicable securities legislation.

About Bridge, the Industry, Synergies and Opportunities

Bridge was founded and operated by Mr. Edward, who has developed numerous operating processes and software applications for the oil and gas pipeline industry (the "Industry"). Mr. Edward pioneered a spatial data infrastructure ("SDI") framework. This technology includes concepts, trade secrets, processes, tools, and calculations that interconnect and integrate geographic data and metadata, without the requirement for legacy geographic information system ("GIS") functionality. Bridge's processes integrate and analyze data from diverse data sources in an efficient manner, in order to provide Industry operators with comprehensive information about their pipelines to optimize infrastructure management and to identify potential threats to a pipeline's integrity. Such industry-common data sources typically include a combination of spatial and linear data from in-line inspections ("ILI"), Direct Assessments ("DA") data, spatial and linear; Cathodic Protection ("CP") data, spatial and linear; Direct Current Voltage Gradient data ("DCVG"); Non-Destructive Engineering data ("NDE"); Excavation data; Public Awareness data; and various environmental and land use datasets (collectively the "Bridge SDI"). Customers of Bridge products and services include several pipeline companies, most of which are US based. Bridge has also worked closely with several Industry associations and government regulators who are believed to be supportive of Bridge's approach and processes.

The Industry is believed to present a significant opportunity within a much larger universe of infrastructure opportunities. The American pipeline industry itself currently operates 4.8 million kilometers (2.6 million miles) of pipelines. Over the past two decades there have been over thirty critical incidents involving pipelines in the US alone, which have resulted in numerous fatalities, injuries, and financial losses. These incidents are typically low frequency, but very high consequence events. With an ever increasing regulatory burden, pipeline operators struggle with the complexity and challenges of coordinating tens of millions of integrity records, coordinating with multiple private and public response agencies, as well as understanding and managing the short and long term impacts that endure well beyond the incipient stage of an incident. While legacy GIS systems have fallen short of managing these tasks, management believes that the Bridge SDI technology can address them effectively, particularly if the solutions are successfully converted to the Microsoft Cloud model as envisioned.

The Bridge SDI systems currently operate as conventional "on-premise" software applications, similar to offerings from competing vendors. Compared to the capability of Microsoft's new Cloud technology, the on-premise computing infrastructure generally lacks sufficient computing power to run these applications as efficiently, due to the vast amounts of data that needs to be processed. Consistent with OneSoft's business strategies, its objective is to re-develop Bridge's technology and applications to operate on Microsoft's Cloud platform in order to utilize Office 365, CRM On-Line, X-Box graphical technology and a fleet of Azure servers to provide greatly increased computing capability. The simultaneous harnessing of multiple high-capacity servers in the Microsoft Cloud platform to provide responses within minutes rather than hours or days, along with the alternative to utilize any internet-capable device to access the applications, will be revolutionary for the Industry, and if executed successfully, may result in significant customer and revenue growth.

Mr. Edward and Bridge have pioneered software applications for the Industry, and OneSoft has been a pioneering Cloud partner with Microsoft. The primary synergy between Bridge and OneSoft is to combine the expertise of the Bridge technology applications with OneSoft's development expertise to transform and optimize Bridge's legacy applications for the Microsoft Cloud technology and business model. Management expects that the future Bridge revenue and EBITDA contribution to OneSoft's overall results will be significant, based on pro-forma financial projections which are believed reasonable.

The Bridge business will now operate as OneBridge Solutions Inc. ("OneBridge"), as a wholly owned subsidiary of OneSoft. Mr. Edward has entered into employment and non-compete agreements with OneSoft, and has assumed the position of President of OneBridge. Our go-forward strategy will include an accelerated re-development of the Bridge SDI and software products to operate on the Microsoft Cloud technology and business model, which management believes will ultimately enhance the marketability of the Bridge SDI, products and services, and thereby increase the opportunities and revenues associated with the Bridge assets above historical levels.



Douglas Thomson, Chair

Forward-looking Statements

This news release contains forward-looking statements relating to the future operations and profitability of the OneSoft 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 providing 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 OneSoft 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 OneSoft 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 OneSoft 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.

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