HS Govtech Solutions Inc (C:HS) 
Shares Issued 56,209,437
Last Close 11/9/2023 $0.53
Thursday November 9 2023 - News Release

Ms. Victoria Rutherford reports

HS GOVTECH ANNOUNCES SECURITYHOLDER APPROVAL OF ARRANGEMENT AGREEMENT 

HS Govtech Solutions Inc. shareholders holding common shares, options to acquire shares, warrant holders and restricted stock units (RSU) holders (collectively known as securityholders) today voted overwhelmingly in favour of the special resolution to approve the previously announced arrangement with a British Columbia subsidiary of a U.S. private equity fund operated by Banneker Partners LLC (the purchaser), pursuant to which the purchaser will acquire all of the issued and outstanding shares, on a fully diluted basis, of the company for an all-cash consideration of 54 cents per share. 

shareholders holding a total of 34,870,136 shares were represented in person or by proxy at the meeting, which constituted a quorum of shareholders, who represented 62.08 per cent of the 56,167,437 issued and outstanding shares entitled to vote as of Sept. 27, 2023, the record date for the meeting.

Of the votes cast at the meeting, 99.595 per cent of the votes cast by shareholders (99.574 per cent after excluding shares required to be excluded under MI 61-101) and 99.553 per cent of the votes cast by securityholders voting as a single class were in favour of the arrangement resolution. 

Pursuant to the arrangement, each share outstanding immediately prior to the effective time of the arrangement will be transferred to and purchased by the purchaser for consideration of 54 cents per share and each option, warrant and RSU outstanding immediately prior to the effective time of the arrangement will be cancelled in exchange for a cash payment from the purchaser equal to the amount (if any) by which 54 cents exceeds the exercise price of such option, warrant or RSU, as applicable. The company's outstanding non-convertible debentures with a principal amount of $2,195,000 plus interest at a rate of 10 per cent per annum will be repaid in connection with closing of the arrangement. The company's other outstanding debts will effectively be assumed as a responsibility of the purchaser following the completion of the arrangement. 

Following the completion of the transaction, it is anticipated that the shares will be delisted from the Canadian Securities Exchage and the company will cease to be a reporting issuer under applicable Canadian securities laws.

The company will seek a final order of the British Columbia Supreme Court to approves the arrangement on Nov. 17, 2023. Completion of the arrangement is subject to the satisfaction of customary closing conditions for a transaction of this nature, including receipt of the final order. Subject to the satisfaction (or waiver) of the conditions precedent, it is expected that the arrangement will be completed in late Nov. 2023. 

Securityholders and other interested parties are advised to read the materials relating to the arrangement which have been filed by the company with securities regulatory authorities in Canada. Anyone may obtain copies of these documents when available free of charge at the Canadian Securities Administrators' website, SEDAR+. 

About HS Govtech

HS GovtechTM 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'sTM cutting edge platforms currently provide inspection, information, communication and data management systems that enable government agencies to operate more efficiently. HS Govtech'sTM cloud and mobile based platforms are currently deployed in over 800 state and local government organizations across North America. HS GovtechTM currently offers the only fully integrated inspection, administration and analytics product suite across all platforms in North America. HS GovtechTM also delivers its government grade technologies to private businesses through its My Health DepartmentTM 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 GovtechTM continues to deliver focused service and innovative solutions to government organizations, the company entered the FinTech space through its HSPayTM offering which serves as a payment platform that streamlines the intake of government revenue. Further, HS Govtech's GovCallTM platform offers one of the only teleconferencing and video collaboration platforms tailored exclusively for government agencies.

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