OneSoft Solutions Inc.
TSX VENTURE : OSS

OneSoft Solutions Inc.

December 09, 2015 17:00 ET

OneSoft Solutions Inc. Provides Update Regarding Litigation With Sylogist Ltd.

EDMONTON, ALBERTA--(Marketwired - Dec. 9, 2015) - OneSoft Solutions Inc. (the "Company" or "OneSoft") (TSX VENTURE:OSS), a North American developer of cloud business solutions, is providing this update regarding the Company's Statement of Claim against Sylogist Ltd. ("Sylogist").

OneSoft filed its Statement of Claim against Sylogist on February 13, 2015, wherein OneSoft seeks to recover approximately $529,000 owed to OneSoft by Sylogist, being the balance of the purchase price as calculated by OneSoft for the sale of the Serenic operating companies to Sylogist in July, 2014 (the "Sale"). Sylogist responded by filing a Statement of Defence whereby Sylogist denies OneSoft's claim for $529,000 and claims that approximately $335,000 is owed to Sylogist for financial losses that Sylogist allegedly incurred post-Closing of the Sale. Sylogist also filed a counterclaim for $1,750,000 against OneSoft and three of its senior management personnel (the "Individuals") for alleged breaches of the Share Purchase Agreement (the "Counterclaim"). OneSoft and the Individuals filed a Statement of Defense to Sylogist's Counterclaim, wherein Sylogist's allegations are denied.

On December 8, 2015 OneSoft and the Individuals filed an application with the Court of Queen's Bench, Judicial Centre of Edmonton, for summary dismissal of Sylogist's Counterclaim, and an affidavit in support of that application. A hearing of the summary dismissal application has not yet been scheduled.

We believe that Sylogist's Statement of Defence and Counterclaim, or alternatively, portions thereof, disclose no reasonable claim or defence to a claim, and are frivolous, irrelevant and improper. We continue to vigorously defend these matters, to take all appropriate steps to protect our shareholders' interests, and to pursue collection of the balance of the purchase price owed by Sylogist. The summary dismissal application filed today is the latest step in that process.

More information can be obtained by reviewing the public court documents that pertain to this action number 1503-02555, as filed in the Court of Queen's Bench, Edmonton Judicial Centre. A copy of OneSoft's application for summary dismissal which summarizes our position regarding these matters will also be posted on SEDAR at www.sedar.com in the "Material Change Report" category under OneSoft Solutions Inc.

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 and be accessible by any online capable device. Visit www.onesoft.ca 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 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 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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