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OneSoft Solutions Inc. Reports Financial Results for the Three Months and Six Months Ended August 31, 2015

EDMONTON, ALBERTA — (Marketwired) — 10/30/15 — OneSoft Solutions Inc. (the “Company” or “OSS”) (TSX VENTURE: OSS), a North American developer of cloud-based business solutions announces its financial results for the three months ended August 31, 2015.

Financial results are summarized as follows:


On July 30, 2015, the Company finalized the acquisition of the business and assets of Bridge, a private Alberta company established in 2002 (the “Transaction”). As described in the previous section, Bridge has developed IP that provides pipeline operators with comprehensive information to optimize infrastructure management, to identify potential threats to a pipeline–s integrity and to manage and maintain public awareness activity requirements in accordance with the operational standards that have been mandated by industry and regulatory bodies.

Pursuant to the terms of the Transaction, OneSoft, through its new subsidiary, OneBridge, acquired all rights, title and interest in and to the Bridge business, intellectual properties and goodwill associated therewith, for a fair value acquisition price of $818,077, paid by issuance of 11,733,024 OneSoft treasury shares. Of these shares, 4,503,800 shares have been placed in escrow, which will be released quarterly based on the EBITDA (earnings before interest income and income tax, depreciation and amortization expense) generated by the OneBridge business unit. Escrowed shares not releasable within five years will be cancelled. No finder–s fees were payable with respect to this Transaction. Tim Edward, the President of Bridge, has entered into employment and non-compete agreements with OneSoft and has assumed the position of President of OneBridge post-closing.

On September 26, 2015, the capability of OneBridge–s solution was demonstrated to various officials who are responsible for maintaining and regulating public awareness for pipeline operators in the state of Michigan, USA. An emergency response exercise was organized to simulate the failure of an oil pipeline which threatened to contaminate a nearby river within the state on a typical Saturday morning (i.e., outside of normal business hours). A similar real occurrence of such an incident had taken place in Marshall, Michigan a few years ago, wherein it took the pipeline operator more than 17 hours to appropriately respond to a pipeline failure, including alerting emergency responders and affected residents in a timely manner and initiating effective actions to mitigate the extent of the damage. An estimated 843,000 gallons of crude oil leaked into a tributary creek of the Kalamazoo River, which necessitated clean-up costs of approximately $767 million. We believe that the consequences of this incident might have been greatly mitigated, had the operator had access to the OneBridge technology and processes.

The purpose of the emergency response simulation exercise was to assess the pipeline operator–s capability to deal with the emergency as it might unfold, and to investigate how the staged mock disaster might have been prevented. Approximately 25 individuals, including personnel from the Environmental Protection Agency, the Coast Guard, federal and state regulators, emergency first responders and representatives from the company–s management, insurance company and legal teams participated in the exercise. During the simulation, OneBridge–s solution delivered as expected – within minutes of the simulated failure, OneBridge–s application was able to immediately (1) identify the source and exact location of the pipeline failure; (2) create and distribute maps to identify the source of the leak; (3) generate communications to emergency first responders and company management; and (4) analyze data necessary to immediately formulate an action plan to deal with the emergency. OneBridge–s solution is designed to incorporate disparate third party data sets such as current meteorological and water drainage data, which provided valuable input to immediately formulate a response plan to maintain the safety of the personnel and residents involved, as well as to identify the source of the problem and minimize the subsequent damages.

With respect to the OneNFP business unit, OneCloudCo continued to execute its strategies to grow its customer base by collaborating with selected partners who already have large customer bases who can benefit by adopting OneCloudCo–s financial accounting and fundraising applications. A number of new customers were added during the quarter, including some who purchased solutions on-line directly from OneCloudCo, and others who purchased through TechSoup Global, the leading provider of technology for not-for-profit (NPO) organizations worldwide. During the quarter, OneCloudCo established a service agreement with Tech Impact, a company that has been providing IT services to NPO customers since 2003. Tech Impact provides expertise related to Office 365 and Microsoft CRM and will provide services related to implementations of OneNFP Fundraising, which is based on Microsoft CRM, similar to the arrangement that OneCloudCo entered into with Jitasa, who provides implementation and training for OneNFP financial products. OneCloudCo–s strategy continues to be to generate monthly recurring subscription revenues from OneNFP accounting and fundraising products, and to outsource implementations of those products to partners who have expertise and large client bases that are specific to our products.

Please review the Management–s Discussion and Analysis and Financial Statements for the three and six months ended August 31, 2015 filed on SEDAR for more information.

Update on Legal action involving Sylogist Ltd.

Regarding the legal action initiated by the Company against Sylogist Ltd. as was previously reported, the parties exchanged affidavits of documents during the quarter, which contain evidence to support the parties– respective positions regarding the dispute. Following review of the documents submitted by Sylogist, we continue to believe that Sylogist–s defense and Counterclaim have no basis whatsoever, and that Sylogist–s Statement of Defense and Counterclaim, or alternatively, portions thereof, disclose no reasonable claim or defense to a claim, and are frivolous, irrelevant and improper. We are continuing to defend the Counterclaim, are taking all appropriate steps to protect our interests, and are vigorously pursuing collection of the balance of the purchase price we believe is owed by Sylogist.

Press Releases related to this matter have been filed on SEDAR and the Court Documents (consisting of OneSoft–s Statement of Claim, Sylogist–s Statement of Defense and Counterclaim, and OneSoft–s Defense to the Counterclaim) were filed with a Material Change Report dated May 1, 2015, all of which are available for review in OneSoft–s SEDAR disclosure file on .


Management believes OneSoft–s embracement of its strategies that align with Microsoft Cloud technology and MCS initiatives has positioned the Company for unprecedented growth, providing execution of our business plan is able to be conducted successfully. We believe that OneSoft is well positioned to leverage the expertise that we have gained, which has occurred because of the significant investment and focus that we have made in the Microsoft Cloud to date. More than $2 million was invested by the Serenic operations prior to our acquisition of the Cloud IP in 2014, and further investment in Cloud and MCS has continued following the reorganization of OneSoft subsequent to the sale of the Serenic operations. Our strategy today is to pursue selected opportunities to convert legacy software applications to the Microsoft Cloud platform and business model, in alignment with Microsoft–s belief that hosted software subscriptions will eventually supplant the legacy desktop on-premise license model used by most organizations today.

Management–s priority in the near term is to progress the OneBridge applications and to grow OneBridge–s revenues and viability as a preferred vendor of revolutionary solutions within the pipeline industry. Concurrently, our OneNFP business unit will continue to address the NPO markets by collaborating with partners who have appropriate infrastructure, expertise and customer bases to scale sales and deployment of our products. We intend to continue to seek and investigate other joint venture opportunities wherein we can apply our expertise regarding Microsoft Cloud and MCS to selected legacy applications and established customer bases who can benefit by transitioning to the Microsoft Cloud business model.

We also intend to pursue other corporate development initiatives that are necessary to support our operational endeavors, including financings, joint venture and potential M&A projects which are appropriate and synergistic to our strategies.

The Company–s cash has reduced to a level where further cash injections will be necessary to maintain sufficient working capital for continued operations. Potential cash injections may include debt financing, work-in-progress invoicing, exercise of the outstanding warrants, additional private placements or some combination thereof. Management believes that the Company is positioned to successfully raise additional cash in accordance with its requirements.



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 providing 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.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

OneSoft Solutions Inc.
Dwayne Kushniruk

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