OneSoft Solutions Inc.

OneSoft Solutions Inc.

July 27, 2016 17:15 ET

OneSoft Solutions Inc. Reports Financial Results and Provides Business Update for the Three Months Ended May 31, 2016 and Announces Granting of Stock Options

EDMONTON, ALBERTA--(Marketwired - July 27, 2016) - OneSoft Solutions Inc. (the "Company" or "OSS") (TSX VENTURE:OSS), a North American developer of cloud-based business solutions announces its financial results for the three months ended May 31, 2016.

Financial results are summarized as follows:

(in $,000)'s, per share in $ Three months ended May 31,
2016 2015 Increase /
Continuing Operations $ $ %
Revenue 103 67 53.7
Net loss (404) (528) (23.5)
Discontinued operations:
Net loss - (92) (100.0)
Consolidated net loss (404) (620) (34.8)
Weighted average common shares outstanding - basic and fully diluted (OOO)'s 62,543 29,075
Per share:
Continuing operations - loss (0.01) (0.02) (50.0)
Discontinued operations - loss - -
Consolidated net loss (0.01) (0.02) (50.0)


During the quarter, our development teams continued to work on development of the OneBridge software applications, in conjunction with our participation in the Microsoft Ventures Accelerator program. We engaged several contracted teams who possess advanced educational and technical knowledge regarding specialized Machine Learning algorithms that are being developed and applied to our applications. Beta versions of the software were shown to selected pipeline companies, some of whom have since joined our Private Preview program for pipeline Integrity Management ("IM") software products. Components of our Compliance Analytics ("CA") software products were also advanced and a contract involving Public Awareness was completed and billed to a customer during the quarter. New personnel who are highly experienced regarding both the IM and CA divisions were engaged, either during or subsequent to the quarter-end.

OneBridge's participation (on-site in Seattle) in the Microsoft Ventures Accelerator Program for Machine Learning and Data Sciences completed on June 2, 2016 and culminated with "Demo Day", wherein OneBridge's business and technology was showcased to an international audience of analysts, press, investors and the public, at a Seattle venue hosted by Microsoft and streamed live over the internet. As a result of the Accelerator program, we had opportunity to familiarize key members of the Microsoft sales teams who service Microsoft's Oil, Gas and Mining enterprise customers about the OneBridge products. Working collaboratively with this Microsoft sales team, we succeeded in garnering our first enterprise level customer, who contracted to participate as a Private Preview customer for our IM software subsequent to the quarter end.

Further to the sale of the OneNFP assets to Tangicloud Technologies Inc., our OneCloudCo subsidiary continued to assist Tangicloud to transition the OneNFP business, which efforts are expected to fully conclude by the end of July 2016.

In the quarter, the Company had consolidated revenues of $102,528 versus $66,564 in the same quarter last year. Product development costs of $309,435 were capitalized in the quarter and the net loss was $404,473. This compares with a net loss recorded for the comparable period last year of $619,601.

In March 2016, the Company closed an additional private placement financing to accommodate an over subscription of the private placement that completed in February, 2016. An additional 3,333,333 units were sold on the same terms as the prior private placement, which contributed an additional $250,000 of funding. As at May 31, 2016, cash was $806,177 and working capital was $685,280. Subsequent to the quarter end, in June, 2016, certain shareholders exercised a total of 1,930,000 warrants with a strike price of $0.10, to acquire the same number of shares for cash proceeds of $193,000. Management anticipates that other warrant holders may exercise their warrants in the coming months, which will contribute additional funding.

In May 2016, the CEO conducted a visit to meet with several investment groups and technology analysts based in Toronto, to familiarize them regarding the Company's progress. OneSoft subsequently engaged the market making services of Integral Wealth Management of Toronto, effective June 1, 2016, in order to facilitate more orderly trading of the Company's shares on the TSX Venture Exchange. Additionally, Cantech Communications of Vancouver was engaged to provide certain on-line communications and advertisements which are designed to familiarize technology analysts and potential investors regarding the Company's potential opportunities and strategies.

The Company continued to aggressively pursue legal action concerning the $528,000 owed by Sylogist Ltd. from its purchase in 2014 of the Serenic subsidiaries and defend the retaliatory Counterclaim filed by Sylogist during Fiscal 2016. OneSoft continues to believe that Sylogist's actions are base-less and without merit. A hearing for summary dismissal of the Sylogist claim was filed by OneSoft, which has been scheduled to be heard on November 8, 2016.


Management's priority over the next few months is to continue to progress the development of the OneBridge software applications to incorporate the input of a select group of Private Preview customers. Based on current information and negotiations with Private Preview and other prospective customers, we anticipate that meaningful revenue generation will commence following release to general market of commercially viable solutions during the fall of 2016. Thereafter, our strategy is to continue to enhance our software applications with additional functionality in two further development "sprints", currently scheduled to complete in mid and late calendar 2017.

We believe that our participation in Microsoft Venture's Accelerator program has provided opportunities to advance our business from several perspectives. Our technology and product development was accelerated, as was the advancement of our sales, marketing and business development initiatives. We are now working collaboratively with Microsoft personnel who focus on sales activities at the executive level with oil and gas pipeline companies. The Accelerator program also introduced the Company to investor groups seeking investments in next generation cloud software companies and these introductions may be highly beneficial to advance our corporate development and value creation objectives.

We believe that OneSoft's early adoption and investment in Microsoft's Cloud technology and alignment with Microsoft cloud software deployment strategies have positioned the Company for significant future growth and opportunity. Our decision to focus our resources and efforts on the OneBridge project appears to be highly opportunistic, in our belief, as our business involves enterprise level customers who are highly motivated to improve their pipeline infrastructure and comply with increasingly stringent operational, safety and regulatory requirements. We believe that our software solutions that address these requirements are revolutionary and disruptive to legacy systems currently in use in the industry, and that they provide comprehensive and cost-effective functionality and capability that legacy systems are not able to accommodate.

We intend to pursue corporate development initiatives necessary to support value creation for our shareholders, including implementation of investor relations initiatives and pursuit of joint ventures and potential M&A projects which are synergistic to our strategies.

Management believes that the combination of cash generated from its recently closed private placements, the Private Preview revenue we anticipate will be earned and the potential exercise of outstanding warrants will be sufficient to finance the Company from its current early-revenue stage to profitability by the end of fiscal 2018.

Readers are encouraged to read the full text of the unaudited interim condensed consolidated Financial Statements and Managements' Discussion and Analysis for the three months ended May 31, 2016 filed on


On July 27, 2016, the Company granted 300,000 stock options to the Directors and Officers of the Company, as a result of their re-election and reappointment following the Annual General Meeting to serve on the Board of Directors of the Company for the ensuing year. The options have a strike price of $0.20 per share and vest 50% on grant date and 50% on the anniversary date. On the same day, the Company granted 400,000 options to a Director and an Officer of the Company, 1,100,000 options to employees and 100,000 options to a consultant engaged by the Company. These options had a strike price of $0.16 and vest 1/3 on each anniversary date of the grant. All options will expire in five years if not exercised.



Douglas Thomson, Chair

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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