HS GovTech Solutions Inc.: HS GovTech Announces Closing Of Plan Of Arrangement

VANCOUVER, BC, Nov. 22, 2023 /CNW/ - HS GovTech Solutions Inc. ("HS GovTech", or the "Company") (CSE: HS) ( Frankfurt : 38H) (OTC: HDSLF), a leading provider of SaaS applications for government, is pleased to announce the closing of its previously announced plan of arrangement with a British Columbia subsidiary of a US private equity fund operated by Banneker Partners LLC (the "Purchaser"), pursuant to which the Purchaser has acquired all of the issued and outstanding common shares of the Company (the "Share"), on a fully diluted basis, for an all-cash consideration of $0.54 per Share (the "Transaction"). In connection with the Transaction, each of the Company's outstanding options, warrants, and restricted stock units (collectively with the Shares, the "Securities") will be cancelled in exchange for a cash payment from the Purchaser equal to the amount (if any) by which $0.54 exceeds the exercise or conversion price of such option, warrant, or restricted stock unit, as applicable. The Company's outstanding non-convertible debentures will also be repaid in connection with closing of the Arrangement.

As previously announced, the Arrangement was approved by securitiesholders of the Company at its special meeting held on November 9, 2023 and by the Supreme Court of British Columbia on November 17, 2023 .

All registered shareholders of the Company must complete, sign, date and return the letter of transmittal, which has been previously mailed and is available under the Company's SEDAR+ profile at www.sedarplus.ca with accompanying Share certificate(s), as applicable, to Odyssey Trust Company as soon as possible, if they have not already done so. Non-registered shareholders should contact their broker or other intermediary for instructions and assistance in receiving the consideration in respect of their Shares.

With the completion of the Arrangement, the Shares will be delisted from the Canadian Securities Exchange on November 22, 2023 and from the OTC and the Frankfurt Stock Exchange shortly thereafter. The Company will apply to cease to be a reporting issuer under applicable Canadian securities laws after its Shares have been delisted.

About HS GovTech

HS GovTech^TM is an industry leading software as a service company serving the state, provincial and local government market across the United States and Canada . HS GovTech's^TM cutting edge platforms currently provide inspection, information, communication and data management systems that enable government agencies to operate more efficiently. HS GovTech's^TM cloud and mobile based platforms are currently deployed in over 800 state and local government organizations across North America . HS GovTech^TM currently offers the only fully integrated inspection, administration and analytics product suite across all platforms in North America . HS GovTech^TM also delivers its government grade technologies to private businesses through its My Health Department^TM platform, enabling citizens and private businesses to gain visibility and predictability into their own organizations and move from a reactive to a proactive operational status. As HS GovTech^TM continues to deliver focused service and innovative solutions to government organizations, the Company entered the FinTech space through its HSPay^TM offering which serves as a payment platform that streamlines the intake of government revenue. Further, HS GovTech's GovCall^TM platform offers one of the only teleconferencing and video collaboration platforms tailored exclusively for government agencies.

Forward-Looking Information

Certain information in this news release is considered forward-looking within the meaning of certain securities laws and is subject to important risks, uncertainties and assumptions. This forward-looking information includes, among other things, information with respect to the Company's beliefs, plans, expectations, anticipations, estimates and intentions. The words "may", "could", "should", "would", "suspect", "outlook", "believe", "anticipate", "estimate", "expect", "intend", "plan", "target" and similar words and expressions are used to identify forward-looking information. Forward-looking information in this news release relates to, among other things: the timing of consideration under the Transaction, the timing of delisting of the Company's Shares after the transaction; and the Company's intention to apply to cease to be a reporting issuer.

These statements reflect the Company's current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant uncertainties and contingencies. Many factors, both known and unknown could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements or information and the Company has made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation, the satisfaction or waiver of all applicable conditions to closing of the Arrangement including, without limitation, receipt of all necessary court and regulatory approvals or consents and lack of material changes with respect to the Company and its business, all as more particularly set forth in the Arrangement Agreement. In respect of the forward-looking statements and information concerning the anticipated completion of the proposed Arrangement and the anticipated timing for completion of the Arrangement, the Company has made certain assumptions that management believes are reasonable at this time. Readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these times.

The forward-looking information in this news release describes the Company's expectations as of the date of this news release. Readers are cautioned against attributing undue certainty to forward-looking statements or information. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements or information, other than as required by applicable law.

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE HS GovTech Solutions Inc.

For further information: Victoria Rutherford, Investor Relations, [phone], [email protected]; Silas Garrison, CEO, [phone], [email protected]