EDMONTON, ALBERTA–(Marketwired – March 13, 2017) – OneSoft Solutions Inc. (the “Company” or “Corporation” or “OneSoft”) (TSX VENTURE:OSS) – Further to the news release issued on March 6, 2017 regarding the disposition of 15,375,107 common shares of the Corporation (“Common Shares”) by certain insiders, the Company announces that an aggregate of 15,398,107 share purchase warrants (“Warrants”) of the Company have been exercised, which will contribute proceeds of approximately $1.81 million to the treasury of the Company. These Warrants were originally issued as part of private placement financings that closed on March 27, 2015, February 25, 2016 and March 31, 2016, and were due to expire between February 25, 2018 and March 31, 2018.
The disposition of Common Shares by insiders and subsequent exercise of Warrants (the “Financing Transaction”) serves to fund the Company’s working capital requirements to further execute its business plans. The Company had previously announced a private placement financing on January 13, 2017 which has since been cancelled. The Board and Management believe that this Financing Transaction is highly advantageous for all current shareholders as well as for any new shareholders of the Company, as the private placement financing that would have generated the equivalent proceeds for the Company would have created additional dilution of approximately 20%. This additional dilution does not occur in the Financing Transaction as the Warrants had been previously issued, but unexercised.
As additional information, the following chart summarizes the holdings of the participants in the Financing Transaction, prior to and following completion of the disposition of shares and exercise of associated Warrants.
| Share Structure Prior to Financing Transaction | Share Structure Post Sale and Exercise of Warrants | |||||
| number of shares |
% of shares I & O |
number of shares |
% of shares I & O |
|||
| Ownership by Participants of Financing Transaction | 37,653,449 | 55.7 | % | 37,876,449 | 45.6 | % |
| Ownership by Remaining Shareholders | 29,927,699 | 44.3 | % | 45,102,806 | 54.4 | % |
| Total Shares | 67,581,148 | 100.0 | % | 82,979,255 | 100.0 | % |
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, Microsoft BI and Microsoft Azure Machine Learning. 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 platform and services, with accessibility through any internet capable device. Visit www.onesoft.ca for more information.
About OneBridge Solutions Inc.
OneSoft’s wholly owned subsidiary, OneBridge Solutions Inc., is developing revolutionary new applications for the Oil & Gas pipeline industry, which we believe will be able to predict pipeline failures and thereby save lives, protect the environment, reduce operational costs and address regulatory compliance requirements. OneBridge utilizes a single geo-spatial database that accommodates pipe-centric, structured and unstructured big data, with capability to address the key functions that pipeline companies require to manage, operate and maintain their pipelines. OneBridge solutions are designed to address two key areas of functionality – Safety Management Systems and Compliance Analytics (“SMS/CA”), and Cognitive Integrity Management (“CIM”) solutions, all of which will be deployed as SaaS solutions that leverage Data Science, Azure Machine Learning, HoloLens, Microsoft BI and other components of the Microsoft Cloud platform and services. Visit www.onebridgesolutions.com for more information.
ON BEHALF OF THE BOARD OF DIRECTORS, ONESOFT SOLUTIONS INC.
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 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.
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.
Dwayne Kushniruk
CEO
(780) 437-4950
dkushniruk@onesoft.ca
www.onesoft.ca