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OneSoft Solutions Inc. Announces Receipt of Interim Order from Court and Mailing of Circular for Special Meeting of Shareholders to Approve Arrangement with irth Solutions LLC and its Wholly-Owned Subsidiary irth Acquisition Corp.

Thursday, September 26, 2024

● OneSoft Shareholders to receive cash payment of $0.88 per Share - representing a 42% premium to the closing price of the Shares on August 9, 2024 and a 28% premium to the 20 day volume-weighted average trading price of the Shares.

● Provides Shareholders with immediate liquidity and certainty of value.

● OneSoft's Board unanimously recommends that Shareholders vote FOR the Arrangement at the Meeting.



EDMONTON, AB / irth Solutions announce that on September 16, 2024, the Corporation received an interim order (the "Interim Order") from the Court of King's Bench (Alberta) regarding the previously announced plan of arrangement whereby irth Acquisition Corp. (the "Purchaser"), a wholly-owned subsidiary of irth Solutions LLC (the "Parent"), will acquire all of the issued and outstanding common shares of the Corporation (each, a "Share") for C$0.88 per Share in cash (the "Consideration") pursuant to a statutory plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement"). The Interim Order authorizes OneSoft to proceed with various matters, including the holding of the special meeting of Shareholders (the "Meeting") to be held at 9:00 AM (Edmonton time) on October 24, 2024, to consider and vote on the Arrangement. The Arrangement is expected to close on or about October 30, 2024.

At the Meeting, Shareholders will be asked to consider and vote on the resolution to approve the Arrangement, which would involve, among other things, the Purchaser acquiring all the issued and outstanding Shares in exchange for the Consideration.

The Corporation's management information circular (the "Circular") and other meeting materials (together, the "Meeting Materials"), prepared in connection with the Arrangement are expected to be mailed to holders of Shares ("Shareholders") by September 27, 2024. The Circular contains, among other things, details concerning the Arrangement, the background to and reasons for the favourable recommendation of the Arrangement by both the Board of Directors (the "Board") and its special committee (the "Special Committee") comprised of independent directors, the requirements for the Arrangement to become effective, the procedure for receiving Consideration, and Meeting voting procedures. All Shareholders are urged to carefully review the Circular and accompanying Meeting Materials as they contain important information regarding the Arrangement and its consequences to Shareholders.

The Circular and accompanying Meeting Materials regarding the Arrangement will be mailed to Shareholders of record as of September 18, 2024, and will be available under the Corporation's profile on SEDAR+ at www.sedarplus.ca and available on OneSoft's website at www.onesoft.ca . Further details regarding the Meeting, including how Shareholders can attend and/or vote at the Meeting, are included in the Meeting Materials. Shareholders are reminded to vote before the proxy cut-off of 9:00 AM (Edmonton time) on October 22, 2024.

Selected Reasons for the Arrangement

● Attractive Consideration with Significant Premium to Corporation Value. The Consideration payable under the Arrangement represents:

● a premium of approximately 42% to the closing price per Share on the TSX-V on August 9, 2024, the last trading day immediately prior to the announcement of the Arrangement; and

● a premium of approximately 28% to the 20-day volume-weighted average trading price per Share on the TSX-V for the period ended August 9, 2024.

● Certainty of Value and Liquidity. The Consideration is all cash, which allows Shareholders to immediately realize value for their investment. It also provides certainty of value and immediate liquidity compared to the risks, uncertainties, difficulty, and longer potential timeline for realizing equivalent value from the Corporation's business. The Corporation has historically experienced limited trading volume, making it difficult for Shareholders to realize meaningful liquidity without negatively impacting the price of the Shares.

● Value Supported by a Fairness Opinion. The Board and Special Committee received a Fairness Opinion from Grant Thornton LLP, (the "Financial Advisor") to the effect that, based upon and subject to the assumptions, limitations and qualifications contained in such opinion, and such other matters as the Financial Advisor considered relevant, as of the date of such opinion, the Consideration to be received by the Shareholders under the Arrangement is fair, from a financial point of view, to the Shareholders.

● Transaction Certainty. The Purchaser's obligation to complete the Arrangement is subject to a limited number of closing conditions that the Board believes are reasonable in the circumstances. Completion of the Arrangement is not subject to any financing condition and the parties do not anticipate any regulatory impediments to the consummation of the Transaction. The Purchaser is a credible purchaser backed by a financial sponsor with a strong track-record of investing in technology companies.

● Attractive Transaction Relative to Alternatives. After consultation with its legal advisors and review of the Fairness Opinion from the Financial Advisor, and after taking into account other strategic opportunities reasonably available to the Corporation and the potential benefits, risks and uncertainties associated with those other opportunities, the Special Committee and the Board believes that the Arrangement represents the Corporation's best alternative for maximizing Shareholder value.

YOUR VOTE IS IMPORTANT. PLEASE VOTE WHEN YOU RECEIVE YOUR SHAREHOLDER INFORMATION PACKAGE.

The Board of Directors of OneSoft UNANIMOUSLY recommend that Shareholders vote FOR the Arrangement.

How to Vote

A proxy form or voting instruction form will accompany the Meeting Materials that the Shareholders receive by mail. Instructions on how to vote, which vary depending on whether you are a beneficial Shareholder or a registered Shareholder of the Corporation, are provided in the Circular.

If you are a registered Shareholder, we strongly encourage you to take the time to complete, sign, date and return the enclosed form(s) of proxy by no later than 9:00 AM (Edmonton time) on October 22, 2024 (or 48 hours prior to the time of any adjournment or postponement of the Meeting), to ensure that your Shares will be voted at the Meeting in accordance with your instructions, whether or not you are able to attend in person. If you hold your Shares through a broker or other intermediary, you should follow the instructions provided by your broker or other intermediary to vote your Shares.