OneSoft Solutions Inc. Announces the Completion of Its Acquisition by Irth Solutions LLC, a Blackstone Portfolio Company

EDMONTON, AB / ACCESSWIRE / November 1, 2024 / OneSoft Solutions Inc. (TSXV:OSS) ("OneSoft" or the "Company") is pleased to announce receipt of the final order from the Court of King's Bench in Alberta (the "Final Order") approving the previously announced plan of arrangement (the "Arrangement") with irth Solutions LLC and its wholly owned subsidiary irth Acquisition Corp. (collectively, "Irth"), a Blackstone portfolio company (the "Transaction").

The Transaction closed on November 1, 2024. Pursuant to the terms of the Arrangement, Irth acquired all of the issued and outstanding common shares of OneSoft (the "Shares") for $0.88 in cash per Share, representing a total cash equity value of approximately CDN $113.4 million on a fully diluted basis. The Shares will be delisted from the TSX Venture Exchange ("TSXV") and the Company will submit an application to cease to be a reporting issuer under applicable Canadian securities laws.

Action Required by OneSoft Shareholders

Shareholders whose Shares are registered in the name of an intermediary such as a broker, investment dealer, bank, trust company or other intermediary should expect to receive payment for their Shares from their intermediary, without the need to take any further action.

Registered shareholders of the Company are reminded to submit and follow the instructions in the Letter of Transmittal that was included in the voting information meeting materials sent to shareholders prior to the Meeting. Payments to shareholders are expected to be processed imminently.

NI 62-103

Upon completion of the Arrangement, Irth holds 100% of the issued and outstanding Shares. Prior to completion of the Arrangement, Irth did not hold any of the issued and outstanding Shares. The head office of the Company is located at 4227 Enterprise Sq., 10230 Jasper Av., Edmonton, Alberta, T5J 4P6. The registered office of Irth is located at Suite 1700, 421 7^th Avenue S.W., Calgary, Alberta T2P 4K9. A copy of the Form 62-103F1, Early Warning Report can be obtained by contacting Brad Gammons, CEO of Irth at bgammons@irthsolutions.com or (214) 695-7895.

About Irth

Irth, a Blackstone portfolio company headquartered in Columbus, Ohio, provides enterprise software solutions for critical network infrastructure. It blends geospatial data with business intelligence and AI to offer 360-degree situational awareness. For over 25 years, Irth has served critical infrastructure operators, helping them manage damages, mitigate risk, manage compliance, and optimize asset performance through data-driven insights.

About OneSoft and OneBridge

OneBridge Solutions is the developer of Cognitive Integrity Management (CIM), an AI-powered platform that energy infrastructure owners use to manage asset integrity, predict failures, and optimize performance. OneBridge's technology is built on Microsoft Azure and incorporates machine learning, data science, and predictive analytics to improve asset safety, reduce operational costs, and ensure compliance with industry regulations. OneBridge has industry-leading clients in the U.S.A., Canada, Australia, and Colombia, including several Fortune 50, 100, and 500 companies.

Visit www.onesoft.ca and www.onebridgesolutions.com for more information.

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Forward-looking Statements

This news release contains forward-looking statements relating to the payment for the Shares and the delisting of the Shares on the TSXV. 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 to deliver 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, including expectations and assumptions concerning the timing of payment of the purchase price consideration and the delisting of the Shares from the TSXV. 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 many factors and risks.

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 because 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.

SOURCE: OneSoft Solutions Inc.