LD MicroCap

OneSoft Solutions Inc. Reports Q1 2019 Results

Addition of New Customers Drives Revenue Growth of 109% Year over Year  

Edmonton, Alberta, Canada (May 23, 2019) – OneSoft Solutions Inc. (the “Company” or “OneSoft”) (TSX-V: OSS, OTCQB: OSSIF), a North American developer of cloud-based business solutions, is pleased to announce its financial results for the first quarter of fiscal 2019 that ended March 31, 2019. Please refer to the interim unaudited condensed Consolidated Financial Statements and Management’s Discussion and Analysis (“MD&A”) for the three months ended March 31, 2019 filed on SEDAR at www.sedar.com for more information.

Effective in 2018, the Company changed its financial year-end from February 28 to December 31. The information presented in this News Release is for the three-months ended March 31, 2019 and the 3-month financial period ended February 28, 2018 (the “comparative period”). “Fiscal 2019” is the period January 1 to December 31, 2019.

Financial Summary for Q1 Ended March 31, 2019:

The following chart summarizes the first quarter ended March 31, 2019, compared to February 28, 2018:

  • Revenue of $592,302 for the quarter ended March 31, 2019 more than doubled the $283,202 reported for the comparative period. Five new customers have been added since February 2018, and more pipeline assessments were loaded in the current period versus the comparative one.
  • Direct costs, consisting of royalties related to certain components of CIM 3.0, Azure platform costs and staff labour assisting customers with the use of CIM, increased commensurately to $79,865 (13.5% of revenue) this year from $33,417 (11.8% of revenue) in the comparative period.
  • Gross margin remained strong at 86% due to high margin software revenue and compared to 88% in the comparative period.
  • Expenses net of cost capitalization increased to $1,182,866 from $787,923 in the comparative period.
  • The net comprehensive loss of $967,391 increased slightly from $964,462 in the comparative period. 
  • Cash at quarter end increased to $2,635,007, from $2,015,428 as at December 31, 2018. Cash from operating activities was $635,086 in the three months ended March 31, 2019 versus $1,613,693 in the comparative period.
  • Subsequent to the quarter, collection of a large account receivable and completion of the $9.2 million bought deal financing in April 2019 increased cash to approximately $12.7 million.

Operational Highlights for Q1 Ended March 31, 2019

Highlights for Q1 include the following:

  • On January 7, 2019 the Company announced that two new clients, including one industry Super-major1, adopted CIM solutions for long term use. Management considers the addition of the Super-major client to be a notable event, because of the stringent vulnerability assessment testing conducted by this client prior to choosing to use our solutions. We believe the credibility associated with engaging this client may assist to positively influence adoption of OneBridge solutions by other prospective customers in the future.
  • On February 20, 2019 the Company announced that a subsidiary of a large conglomerate that operates pipelines situated primarily in the mid-west U.S.A. and Texas had adopted CIM for long term use.
  • On March 25, 2019 the Company announced another Fortune 500 client addition.
  • As a result of these recent sales the Company’s client list increased during Q1 from two clients as at December 31, 2018 to six clients as at March 31, 2019, that now include one independent pipeline operator, four Fortune 500 companies, and one industry Super-major1. These clients collectively operate approximately 51,000 miles of oil and gas pipeline infrastructure for which we anticipate data will be ultimately be loaded into CIM on a staged timing basis.
  • On February 22, 2019 the Company announced that it was ranked the fourth highest top performer in the Technology sector on the TSX Venture Exchange, comprising part of the 2019 TSX Venture 50 list. 

1 Super-majors are considered to be amongst the seven largest oil and gas pipeline companies world-wide.

Subsequent to Quarter End:

Notable events subsequent to the Q1 fiscal period ended March 31, 2019 include the following:

  • On April 25, 2019 the Company closed a $9,200,000 Bought Deal Financing pursuant to a Short Form Prospectus and issued 11,500,000 common shares at $0.80 per share. Institutional investor participation accounted for approximately 75% of the financing. Please refer to the “Subsequent to Period End” section on page five of the MD&A for this period filed on SEDAR for more information in this regard.
  • The Company formalized its roadmap for its accelerated technology development plan and initiated efforts to commence the development sprints.

Business Outlook:

  • Management is optimistic that the Company is well positioned to successfully cross the “market adoption chasm” that disruptive new technologies typically experience in their quest to garner market share (refer to Company’s FYE February 28, 2018 MD&A, page 10 for further explanation). 
  • As was disclosed in the prior MD&A (for the period ended December 31, 2018) the Company stated its intention to  accelerate R&D efforts beyond the evolution of CIM functionality, once client interest for participation and appropriate funding resources have been investigated and arranged. Following the recent capital raise completed in April, 2019, the Company is now taking steps to accelerate its R&D efforts, essentially to (a) increase revenue potential from current and prospective clients; and (b) increase the Company’s technological lead over potential competitors.
  • Management’s intention is to allocate resources to fund the development of new solutions and algorithms to advance our technological lead and competitive moat, increase market potential and revenues, and enhance marketing and sales efforts and initiatives. Management believes that cash from the recent financing, coupled with revenue generation from CIM will be sufficient to fund the accelerated technology development strategy and grow the business as envisioned.
  • We believe that OneSoft’s “first mover” advantage in having developed and commercialized the first O&G pipeline integrity management solutions based on cloud computing, machine learning and data science is highly beneficial. Management will now accelerate the development of additional new technology and solutions that are accretive to CIM and will appeal to CIM clients and prospective customers. We believe our strategy to accelerate technology advancement, now feasible because of the capital raise completed in April 2019, will ultimately contribute to increased value for shareholders.
  • Whereas the Company’s current solutions are targeted at oil and gas (“O&G”) pipelines for which in-line inspection (“ILI”) data is able to be collected (the “Piggable” pipelines), the majority of O&G pipelines are managed today using “Direct Assessment” processes. The Piggable portion of U.S.A. O&G pipeline infrastructure represents only 660,000 miles, while approximately 2.1 million miles are managed under Direct Assessment. Our intention is to expand functionality of our CIM platform to include Direct Assessment, which we anticipate will increase our addressable market opportunity. We believe this opportunity extends internationally, as the U.S.A. only represents approximately 60% of O&G pipelines installed world-wide.

Please refer to the MD&A filed on SEDAR for further information and details.

AGSM Update and Grant of Stock Options

On May 22, 2019 the Company held its Annual General and Special Meeting (“AGSM”). All resolutions as set forth in the Management Information Circular distributed to shareholders prior to the meeting were passed. Following the AGSM, 275,000 stock options were granted to the Directors and Officers of the Company and 325,000 stock options were granted to senior executives as part of compensation plans. All options granted have a strike price of $0.92 per share, vest 50% on each of the grant and anniversary dates and will expire in five years if not exercised.

ON BEHALF OF THE BOARD OF DIRECTORS

ONESOFT SOLUTIONS INC.

Douglas Thomson

Chair    

For more information, please contact

Dwayne Kushniruk, CEO
dkushniruk@onesoft.ca
780-437-4950
Sean Peasgood, Investor Relations
Sean@SophicCapital.com
647-494-7710

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 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 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 efficacy of its software; our interpretation based on various industry information sources regarding the total miles of pipeline in the USA and globally, which segments are piggable; our understanding of metrics, activities and costs regarding evaluation, inspection and maintenance is in alignment with various industry information sources and costs of performing pipeline evaluation, inspection and maintenance in the USA are representative of those in the rest of the world, are reasonably accurate; 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 many 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 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.

OneSoft Closes $9.2 Million Bought Deal Financing

Edmonton, Alberta – April 25, 2019 – OneSoft Solutions Inc.  (TSXV: OSS) (“OneSoft” or the “Company”) is pleased to announce that it has closed its previously announced short form prospectus offering (the “Offering“) of 11,500,000 common shares (the “Common Shares“) of the Company at a price of $0.80 per Common Share. The Offering also included 1,500,000 Common Shares issued pursuant to the exercise of the over-allotment option in full, for aggregate gross proceeds of $9.2 million.

The Offering was completed on a bought deal basis and was underwritten by Clarus Securities Inc., as lead underwriter and sole bookrunner, on behalf of a syndicate of underwriters that included Cormark Securities Inc. and Beacon Securities Limited. In consideration for their services, the syndicate of underwriters received a cash commission equal to 6% of the gross proceeds of the Offering and Broker Warrants (each a “Broker Warrant”) equal to 6% of the Common Shares sold pursuant to the Offering. Each Broker Warrant entitles the holder thereof to purchase one Common Share at a price of $1.00 for a period of 12 months following the Offering’s closing date.

The net proceeds from the Offering will be used by the Company to accelerate new product development, marketing and sales initiatives, and for working capital and general corporate purposes.

The shares were offered in each of the provinces in Canada, other than Quebec.

About OneSoft

OneSoft has developed software technology and products that have capability to transition legacy, on-premise licensed software applications to operate on the Microsoft (MSFT:NASDAQ) Azure Cloud Platform.   Our business strategy is to seek opportunities to incorporate Data Science, Machine Learning, business intelligence and predictive analytics to create cost-efficient, subscription-based software-as-a-service solutions. Visit www.onesoft.ca for more information.

OneSoft’s wholly owned subsidiary, OneBridge Solutions Inc., develops and markets revolutionary new SaaS solutions that use Data Sciences, Machine Learning, Predictive Analytics and Big Data to assist Oil & Gas pipeline operators to predict pipeline failures and thereby save lives, protect the environment, reduce operational costs and address regulatory compliance requirements. Visit www.onebridgesolutions.com for more information.

ON BEHALF OF THE BOARD OF DIRECTORS
ONESOFT SOLUTIONS INC.  

Douglas Thomson

Chair    

For more information, please contact:

Dwayne Kushniruk, CEO
dkushniruk@onesoft.ca
780-437-4950
Sean Peasgood, Investor Relations Sean@SophicCapital.com
647-494-7710

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 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 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 efficacy of its software; our interpretation based on various industry information sources regarding the total miles of pipeline in the USA and globally, which segments are piggable; our understanding of metrics, activities and costs regarding evaluation, inspection and maintenance is in alignment with various industry information sources and costs of performing pipeline evaluation, inspection and maintenance in the USA are representative of those in the rest of the world, are reasonably accurate; 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 many 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 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.

OneSoft Solutions Announces $8 Million Bought Deal Financing

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

EDMONTON, Alberta, April 04, 2019 — OneSoft Solutions Inc. (the “Company” or “OneSoft”) (TSX-V:OSS, OTCQB: OSSIF), a North American developer of cloud-based business solutions, is pleased to announce that it has entered into an agreement with Clarus Securities Inc., on behalf of a syndicate of underwriters (collectively, the “Underwriters”), pursuant to which the Underwriters have agreed to purchase, on a “bought deal” basis, 10,000,000 Common Shares (the “Common Shares”) of the Company at a price of C$0.80 per Common Share (the “Offering Price”) for aggregate gross proceeds to the Company of C$8,000,000 (the “Offering”).

The Company has agreed to grant the Underwriters an over-allotment option to purchase up to an additional 1,500,000 Common Shares at the Offering Price, exercisable in whole or in part at any time for a period ending 30 days from the closing of the Offering.

In the event the over-allotment option is exercised in full, the aggregate gross proceeds of the Offering will be C$9,200,000.

The Company intends to use the net proceeds from the Offering to accelerate new product development and marketing and sales initiatives, and for working capital and general corporate purposes.

The Common Shares will be offered by way of a short form prospectus to be filed in each of the provinces of Canada, other than the Province of Quebec, by way of a private placement in the United States, and in those jurisdictions outside of Canada and the United States which are agreed to by the Company and the Underwriters, where the Common Shares can be issued on a private placement basis, exempt from any prospectus, registration or other similar requirements.

The Offering is expected to close on or about April 25, 2019 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSXV Exchange (the “Exchange”).

The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state securities laws, and may not be offered or sold in the United States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an applicable exemption therefrom. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About OneSoft and OneBridge

OneSoft has developed software technology and products that have capability to transition legacy, on-premise licensed software applications to operate on the Microsoft Azure Cloud Platform. Our business strategy is to seek opportunities to incorporate Data Science and Machine Learning, business intelligence and predictive analytics to create cost-efficient, subscription-based software-as-a-service solutions. Visit www.onesoft.ca for more information.

OneSoft’s wholly owned subsidiary, OneBridge Solutions Inc., develops and markets revolutionary new SaaS solutions that use Data Science and Machine Learning to apply predictive analytics to big data, which assist Oil & Gas pipeline operators to predict pipeline failures and thereby save lives, protect the environment, reduce operational costs and address regulatory compliance requirements. Visit www.onebridgesolutions.com for more information.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend” or the negative of these terms and similar expressions. Forward-looking statements in this news release include, but are not limited to, statements with respect to internal expectations, estimated margins. Forward-looking statements necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; marketing costs; loss of markets; future legislative and regulatory developments; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms.

Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

For more information, please contact

Dwayne Kushniruk, CEO
dkushniruk@onesoft.ca(780) 437‐4950 

Sean Peasgood, Investor Relations
Sean@SophicCapital.com(647) 494-7710 

OneSoft Solutions Presenting at the Spring Investor Summit on April 1 in New York City

EDMONTON, AB / March 28, 2019 / OneSoft Solutions Inc. (the “Company” or “OneSoft”) (TSX-V: OSS, OTCQB: OSSIF), a North American developer of cloud-based business solutions, today announced that CEO Dwayne Kushniruk will present the Company, its progress and future plans at the upcoming Spring Investor Summit on April 1, 2019 at The Essex House in New York City.

“Our machine learning SaaS solutions, including the latest version we developed in collaboration with Phillips 66 are gaining market traction within the U.S. oil and gas pipeline industry,” said Mr. Kushniruk. “Since the beginning of 2019 we’ve licensed 4 new clients, including an independent, an energy industry Super-major, a U.S. conglomerate, and most recently another Fortune 500 client. Revenue last fiscal year quadrupled from the prior year, and we posted the first profitable period since we commenced transitioning the business from R&D to revenue generation. With a strong balance sheet, a significant sales pipeline, no debt, a growing customer base, strong products and a new version to be released late in the year, we are well poised to continue the Company’s business development progress in 2019. I look forward to updating current and potential investors next week at the Spring Investor Summit in New York.”

Mr. Kushniruk will present on Monday, April 1, 2019 at 10:00am Eastern Time in Track 2. He will also host investor meetings during the day.

CONFERENCE OVERVIEW AND STRUCTURE

The Spring Investor Summit (formerly The MicroCap Conference) is an exclusive event dedicated to connecting small and microcap companies with high-level, institutional and retail investors.

The Spring Investor Summit will take place in New York City at the Essex House on April 1st and 2nd. The upcoming conference will feature 200 presenting companies, 1200 institutional and retail investors, 2000 one-on-one meetings, expert speakers, and industry panels.

For our most updated list of companies, please go to our website (www.springinvestorsummit.com).

Investors – to request free registration, please go to our website (www.springinvestorsummit.com) and click the “Registration” button

News Compliments of ACCESSWIRE

SPONSORS

Regal Consulting, MSK, Proactive Investors, Marcum, Irth Communications, MZ Group, CoreIR, PCG Advisory, ICR

FOR MORE INFORMATION

Please visit: www.springinvestorsummit.com

Or, contact Ashley Allard at ashley@microcapconf.com

About OneSoft and OneBridge

OneSoft has developed software technology and products that have capability to transition legacy, on-premise licensed software applications to operate on the Microsoft (MSFT: NASDAQ) Azure Cloud Platform. Our business strategy is to seek opportunities to incorporate Data Science and Machine Learning, business intelligence and predictive analytics to create cost-efficient, subscription-based software-as-a-service solutions. Visit www.onesoft.ca for more information.

OneSoft’s wholly owned subsidiary, OneBridge Solutions Inc., develops and markets revolutionary new SaaS solutions that use Data Science and Machine Learning to apply predictive analytics to big data, which assist Oil & Gas pipeline operators to predict pipeline failures and thereby save lives, protect the environment, reduce operational costs and address regulatory compliance requirements. Visit www.onebridgesolutions.com for more information.

For more information, please contact

Dwayne Kushniruk, CEO
dkushniruk@onesoft.ca
(780) 437‐4950

Sean Peasgood, Investor Relations
Sean@SophicCapital.com
(647) 494-7710

Forward Looking Statements

This news release contains forward-looking statements relating to the future operations, product creation revenues and profitability of the Company, the Company’s efforts to develop and commercialize the technology with the capabilities 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 delivering 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 efficacy of its software, its ability to complete projects to expected deadlines, 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 many 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; human capital engagement and availability, ability to access sufficient financial 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.

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

OneSoft Solutions Inc. Reports Record Revenue and Net Income for the Ten Months ended December 31, 2018


Revenue More Than Quadruples Over Last Year; Balance Sheet is Strengthened

EDMONTON, AB / March 26, 2019 / OneSoft Solutions Inc. (the “Company” or “OSS”) (TSX-V: OSS, OTCQB: OSSIF), a North American developer of cloud-based business solutions, provides a business update and announces its financial results for the ten months ended December 31, 2018. Please refer to the Audited Consolidated Financial Statements, Management’s Discussion and Analysis (“MD&A”) and the Annual Information Form for the ten months fiscal period ended December 31, 2018 (“FPE December 31, 2018”) filed on SEDAR at www.sedar.com for more information. Unless otherwise stated, all dollar amounts are Canadian dollars.

Note to reader: Effective in 2018, the Company changed its financial year-end from February 28 to December 31. The change in year-end resulted in the Company filing a one-time, ten-month transition year financial statement covering the period of March 1, 2018 to December 31, 2018. Subsequent to the transition year, the Company’s financial year will be the period January 1 to December 31.

FINANCIAL RESULTS

(in $,000)’s, per share in $Ten months
ended
December 2018
Twelve months
ended February
2018
Increase /
(Decrease)

$$%
Revenue4,3281,005330.6
Gross Profit4,143910355.0
Comprehensive income (loss)295(2,880)110.2
Weighted average common shares 
outstanding – basic (000)’s
100,72583,904
Weighted average common shares 
outstanding – diluted (000)’s
105,12083,904
Per share:
Comprehensive income (loss) – basic0.00(0.03)100.0
Comprehensive income (loss) – diluted0.00(0.03)100.0
Cash and cash equivalents2,0153,661(44.9)
Working capital2,4191,32682.5

“OneSoft’s technology is gaining traction with clients, and our financial performance has significantly improved year-over-year,” said Dwayne Kushniruk, CEO of OneSoft. “Subsequent to the year end we added 4 new clients, including a Super-major, two Fortune 500 companies and an independent operator, to increase our total pipeline data miles to approximately 51,000. This is expected to result in cash break even operations in 2019, based on the current business plan. We look forward to the continued growth of our business and sincerely thank all of our employees, clients and stakeholders for supporting our vision and objectives.”

HIGHLIGHTS FOR THE TEN MONTHS ENDED DECEMBER 31, 2018

  • Revenue more than quadrupled to $4,327,845 from $1,005,045.

  • Gross profit increased to $4,142,662 from $910,390.

  • Operating income increased to a profit of $340,686 from a loss of $2,773,943. 

  • Comprehensive income increased to a profit of $294,780 this period from a loss of $2,880,440 last year. 

  • Adjusted EBITDA2 increased to positive $876,022 this period from negative $1,795,196 last year. Adjusted EBITDA in FPE December 31, 2018 represented 20.2% of revenue.

  • FPE December 31, 2018 represents the first period of profitable operations since the Company sold its desktop computing business units and reorganized the Company to refocus on R&D initiatives to pursue and leverage machine learning, data science and cloud computing opportunities. 

  • OneSoft ended December 2018 with working capital having improved to $2,419,367, from $1,322,932 as at February 28, 2018. The Company has no liabilities other than accounts payable, accrued liabilities and deferred revenue. 

  • All remaining outstanding warrants (4,200,333) were exercised, generating $567,050 of cash for the Company and employees exercised 600,000 options, generating an additional $101,000 of cash. 

  • The Company completed its Cognitive Integrity Management (“CIM”) version 3.0 (formerly referred to as “Polaris”) development sprint in FPE December 31, 2018, on time and on budget. This was an extensive effort wherein we migrated comprehensive on-premise software applications developed by Phillips 66 to manage their own pipeline infrastructure, and integrated components of our machine learning and data science technologies to create CIM 3.0 which now operates on Microsoft’s Azure Cloud computing platform as a software-as-a-service (“SaaS”) application. CIM 3.0 provides full “cradle to grave” functionality that oil and gas (“O&G”) pipeline operators world-wide typically require to perform integrity and logistics management of their transmission pipeline infrastructure. 

  • The Company’s CIM solutions and underlying technology made significant gains with respect to positive market acceptance within the industry and the value of CIM has now been validated by numerous clients, prospective clients and industry experts.

SUBSEQUENT TO PERIOD END

Subsequent to the fiscal period ended December 31, 2018 the Company made several announcements about its business progress, as follows:

  • On March 25, 2019 the Company announced another Fortune 500 client addition, which increases pipeline data miles under multi-year contract for CIM SaaS services to approximately 51,000. 

  • On February 22, 2019, the Company announced that OneSoft Solutions had been named to the TSX Venture 50 list due to it being ranked the fourth highest top performer in the Technology sector on the TSX Venture Exchange in 2018. The 2019 TSX Venture 50 list is comprised of 10 companies from each of five industry sectors, with selection criteria based on equally weighted factors of market capitalization growth, share price appreciation and trading volume. OneSoft recorded market capitalization growth of 136% over the prior year, traded 29,408,991 shares during 2018, and the Company’s share price increased 96% year over year. 

  • On February 20, 2018, the Company announced that a subsidiary of a large conglomerate that operates pipelines situated primarily in the mid-west U.S.A. and Texas had adopted CIM for long term use. The Client is working with us to develop the most advanced cloud computing platform leveraging machine learning and data science for the integrity management of pipelines. The Client engaged in a Pilot Project using OneBridge CIM 2.0 in September 2017 and participated in the CIM 3.0 Private Preview program in 2018. The Client intends to initially operate CIM enterprise-wide in parallel with its internal systems, with a view of ultimately adopting CIM as its primary solution to manage its pipeline infrastructure later this year. 

  • On January 24, 2019, the Company published its Q3 financial report in accordance with the prior February 28 fiscal year end date, before the year end date was changed to December 31. 

  • On January 14, 2019, the Company published a business update, announcing completion of the Polaris development project. 

  • On January 7, 2019, the Company announced that two new clients, including one industry Super-major1, adopted CIM solutions for long term use. Management believes that this was a key milestone because of stringent vulnerability assessment testing conducted by the Super-major prior to choosing CIM and the credibility associated therewith, which may contribute to accelerated adoption of OneBridge solutions by other prospective customers in the future.

1 Super-majors are considered to be amongst the seven largest oil and gas pipeline companies world-wide.

OUTLOOK

OneSoft is at an important inflection point wherein the Company has commenced transitioning from its R&D focus to commercialization of its CIM solutions. Revenue growth will be commensurate with the pace of market adoption of the Company’s solutions. We believe the user experiences and strong validations of our solutions by our early adopter clients are now resonating positively within the U.S.A. marketplace, which serves to boost confidence and encourage wider industry acceptance of our new machine learning technologies and processes to replace legacy systems.

As explained in the Company’s FYE February 28, 2018 MD&A (page 9) published on SEDAR, the Oil and Gas (“O&G”) pipeline industry has an estimated annual expenditure of more than USD $600 million by U.S.A operators, and USD $1.1 billion by operators globally, dedicated to pipeline data evaluation processes. These expenditures represent the “sweet spot” for OneSoft’s CIM solution, which is a cloud computing platform optimized to perform advanced data analytics using advanced data science and machine learning technologies.

OneSoft’s challenge is to disrupt the status quo with its new technology solutions and claim market share. To disrupt established legacy technology and processes with new technology solutions, we believe it is necessary to initially offer superior software and analytics capabilities to clients at a reduced cost. Our first clients were granted special pricing, because it was necessary to onboard them in order to solicit user experience and input into our solutions, and to achieve industry validation that confirms our solutions offer a higher value proposition than legacy systems. We anticipate that revenue opportunities for our solutions will continue to increase as more clients gain confidence regarding our solutions, and as we add new functionality modules and increase market share. OneSoft’s objective is to increase our client and prospect base as quickly as possible, by continuing to pursue prospective clients in our current sales pipeline who collectively operate approximately 200,000 miles of pipeline infrastructure in the U.S.A., and work collaboratively with clients, Microsoft, WorleyParsons and other reseller partners to pursue sales opportunities in the U.S.A. and Canada and certain international markets.

Revenue metrics over the past two years indicate that recurring and repeating SaaS revenues equated to approximately $100 per mile per year of pipeline data (“data mile”) processed. While we do not have enough data points to accurately project future data mile revenue metrics, we believe that historic figures can reasonably be assumed for general planning purposes and anticipate that revenue per data mile metrics may increase as our software functionality enhancements generate incremental revenue opportunities.

Fiscal 2019 Expectations

The Fiscal 2019 operational plan focuses on Evolving CIM Solution Functionality, contracting new clients and pursuing R&D to Commercialize Cognitive Learning. The R&D projects will be initiated once client participation and appropriate funding for required resources is determined.

We believe that our efforts to date have positioned the Company to evolve the CIM platform for future opportunities and commence significant revenue growth. We anticipate that recurring and repeating revenue associated with CIM clients will increase in Fiscal 2019, and that other revenue potentially derived from software trials will continue to be sporadic, in accordance with historic experience.

New R&D sprints commenced in Fiscal 2019 are expected to be ongoing beyond the Fiscal 2019 year-end, with incurrence of associated R&D costs, and that similarly to the CIM 3.0 project, part of the development costs may potentially be funded in some manner by early-adopter customers. Recognition of revenue associated with these development sprints, if any, is not likely to occur until Fiscal 2020.

In summary, the Company’s strategies, business, technology and operational plans for Fiscal 2019 have all been crafted to increase shareholder value through achievement of two key objectives: (a) increasing our technological lead, which we believe is significant; and (b) increasing market share and revenues.

Management expects the Company will achieve a cash break even scenario in Fiscal 2019 based on the current business plan.

CALCULATION OF ADJUSTED EBITDA:


Month ended
December 
31,2018
Three months ended
February 
28,2018
Ten months ended
December
31,2018
Year ended
February 
28,2018
Comprehensive income (loss)2,528,592(964,462)294,780(2,880,440)
Add (subtract):
Depreciation and amortization22,360(79,826)221,933385,304
Stock based compensation35,379101,629386,510445,367
Impairment of intangible assets254,601254,601
Interest income(2,320)(28)(27,201)(28)
Adjusted EBITDA2,584,011(688,086)876,022(1,795,196)

ON BEHALF OF THE BOARD OF DIRECTORS 
ONESOFT SOLUTIONS INC.

Douglas Thomson
Chair

For more information, please contact

Dwayne Kushniruk, CEO
dkushniruk@onesoft.ca
780-437-4950

Sean Peasgood, Investor Relations
Sean@SophicCapital.com 
647-494-7710

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 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 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 efficacy of its software; our interpretation based on various industry information sources regarding the total miles of pipeline in the USA and globally, which segments are piggable; our understanding of metrics, activities and costs regarding evaluation, inspection and maintenance is in alignment with various industry information sources and costs of performing pipeline evaluation, inspection and maintenance in the USA are representative of those in the rest of the world, are reasonably accurate; 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 many 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 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.

Fortune 500 Company Becomes First Commercial Client for OneSoft’s New CIM 3.0 (Polaris) SaaS Solution

Edmonton, Alberta, Canada (September 24, 2018) – OneSoft Solutions Inc. (the “Company” or “OneSoft”) (TSX-V:OSS; OTC:OSSIF) is pleased to announce that its wholly owned operating subsidiary, OneBridge Solutions Inc. (“OneBridge”), has entered into its first commercial use agreement for its next iteration of Cognitive Integrity ManagementTM software-as-a-service (“SaaS”) solution, which has been under development (codenamed “Polaris”) since early 2018 (“CIM 3.0”). The “Client”, a U.S.A. – based Fortune 500 company, participated as a private preview user of the beta version of Polaris during its development phase and has now contracted to utilize the commercial version of CIM 3.0 on a multi-year basis.

“We are very pleased with our progress on the Polaris, now renamed CIM 3.0, development sprint” stated CTO Brandon Taylor. “Our initial goal was to develop a sufficiently comprehensive solution to enable our private preview users to replace their current integrity management systems with CIM 3.0  – and that objective has been met.  We are continuing to work with the other private preview participants who we anticipate over the next few months will adopt CIM 3.0 for long-term use, after which the solution will be commercially released to market for global use.”

OneBridge President Tim Edward added. “CIM 3.0 is designed to provide full “cradle-to-grave” functionality that oil and gas companies require to manage their pipeline infrastructure, including data and integrity management, predictive analytics, threat detection and monitoring, operational logistics, regulatory compliance and advanced business intelligence.  We are very appreciative of the valuable contributions that have been made by both Phillips 66 and the Client, as well as the third private preview participant of the Polaris/CIM 3.0 project, by providing their input and feedback as beta users of the software, as we’ve worked through the development sprint.”

About the Client

The Client is a Fortune 500 with annual revenues of US$35 billion, 14,000 employees and 7,500 miles of pipelines. The Client conducts operations in 18 states in the mid- and western U.S.A., including numerous refineries, storage terminals, natural gas processing complexes and 3,300 retail stores.

About CIM 2.0 and CIM 3.0   

Operating on Microsoft’s Azure Cloud platform and services environment, CIM 2.0 provides revolutionary Pattern Detection and Interacting Threats functionality using Data Science and proprietary Machine Learning algorithms. CIM 2.0 is designed to normalize and ingest inline inspection (“ILI”) data for pipelines, align anomalies and calculate their growth rates, which results in the detection of threats to pipelines over time using Predictive Analytics. CIM 2.0 also provides advanced business intelligence, intuitive graphical presentations, and dashboard reporting and natural query language capability for data that operators require to manage their pipeline infrastructure.

OneBridge entered into an agreement with Phillips 66 Company to develop CIM 3.0 (codenamed Polaris), an advanced pipeline integrity management solution for industry operators, by migrating functionality from Phillips 66’s PT-DMS internally-developed software applications to a cloud-based SaaS solution the embeds OneBridge Machine Learning, Data Science and CIM 2.0 functionality. CIM 3.0 is designed to address four major areas of functionality additional to what CIM 2.0 provides: (1) assessment planning, including enterprise level planning, scheduling and business intelligence; (2) integrity compliance, wherein internal company policy and regulatory compliance for CFR 192 & 195 can be addressed with the push of a button; (3) threat monitoring, for which actionable workflow and job information for every threat is identified; and (4) business intelligence, comprised of data analytics, SQL reporting, embedded user experience using 3D visualizations, dashboards with filtering and natural query language capability.

About CIM 3.0 Potential Market, Pricing and Sales Traction to Date

CIM 3.0 is designed to be scalable for global use by a wide range of pipeline companies, from small operators through and including industry supermajors. In accordance with various figures compiled by the U.S.A. regulator, Pipeline and Hazardous Materials Safety Administration (“PHMSA”), the Association of Oil Pipe Lines (“AOPA”), the American Petroleum Institute (“API”) and other sources, we believe that Machine Learning and Data Science solutions, like CIM 3.0, may be able to disrupt a significant portion of the annual expenditures currently being spent for pipeline data evaluation, which we estimate to be US$640 million within the U.S.A. and US$1.1 billion globally, most of which currently depends on legacy technologies and processes. (Refer to the “Market Metrics” section on page 9 of the Company’s MD&A for the year ended February 28, 2018 published on June 26, 2018 for more details regarding addressable market estimates.)

Management is pleased with the early traction in this market segment. Our commercial pricing model includes monthly fees at various levels for the use of CIM 3.0, based on the number of miles of pipeline operated and additional fees charged for specific functionality used, based on an economic consumption model. Historical revenues have equated to approximately $100 per data/mile of pipeline processed – i.e., OneBridge processed approximately 10,000 pipeline data/miles during the last fiscal year ending February 28, 2018, and recorded $1 million of revenue. We expect this revenue metric may increase in the future, after we commercialize CIM 3.0 and add more functionality to our solutions.

We believe we will need to engage customers operating approximately 40,000 data/miles in aggregate to achieve cash break even operations.  Currently we have 2 signed, multi-year commercial clients who collectively operate 19,000 miles; 9 companies with whom software trials are currently underway who collectively operate 130,000 miles; and 8 companies who are in various stages of considering software trials who collectively operate 103,000 miles. These potential revenue opportunities total 252,000 miles, with operators ranging from 700 to more than 50,000 miles of pipeline, and include several Fortune 500 companies and one industry supermajor.

About OneSoft and OneBridge

OneSoft has developed software technology and products that have capability to transition legacy, on-premise licensed software applications to operate on the Microsoft (MSFT:NASDAQ) Azure Cloud Platform.   Our business strategy is to seek opportunities to incorporate Data Science and Machine Learning, business intelligence and predictive analytics to create cost-efficient, subscription-based software-as-a-service solutions. Visit www.onesoft.ca for more information.

OneSoft’s wholly owned subsidiary, OneBridge Solutions Inc., develops and markets revolutionary new SaaS solutions that use Data Science and Machine Learning to apply predictive analytics to big data, which assist Oil & Gas pipeline operators to predict pipeline failures and thereby save lives, protect the environment, reduce operational costs and address regulatory compliance requirements. Visit www.onebridgesolutions.com for more information.

For more information, please contact

Dwayne Kushniruk, CEO

dkushniruk@onesoft.ca

(780) 437‐4950

Sean Peasgood, Investor Relations

Sean@SophicCapital.com

(647) 494-7710

Forward-looking Statements

This news release contains forward-looking statements relating to the future operations, product creation revenues and profitability of the Company, the Company’s efforts to develop and commercialize the technology with the capabilities 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 delivering 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 efficacy of its software, its ability to complete projects to expected deadlines, 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 many 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; human capital engagement and availability, ability to access sufficient financial 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.

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

Operators with Collective 68,000 Miles of Pipeline Start OneSoft Pilots

Four Additional North American Companies Trial Machine Learning SaaS Solutions

Edmonton, Alberta, Canada (September 17, 2018) – OneSoft Solutions Inc. (the “Company” or “OneSoft”) (TSX-V:OSS, OTC:OSSIF) is pleased to announce that its wholly owned subsidiary, OneBridge Solutions Inc. (“OneBridge”) has initiated new pilot programs with four North American-based pipeline operators to conduct trial use of the Company’s software-as-a-service (“SaaS”) solutions, which include Cognitive Integrity ManagementTM (“CIM”) and Polaris.

The four Polaris Pilot customers collectively own natural gas liquids systems, crude oil assets and commercial operations across the continental U.S.A. and in parts of Canada and Alaska. One of these customers is a Fortune 500 Company and, in aggregate, the four customers own assets valued in excess of USD $17 Billion, have annual combined revenues exceeding USD $12 Billion, and collectively operate approximately 68,000 miles of pipeline infrastructure.

“Engaging these new customers, who are all well-established companies with long and successful operating histories, represents a significant milestone in the evolutionary growth of our Company, particularly because two of the operators are focused on our new Polaris solution which is scheduled to be released for commercial use by the end of 2018,” stated OneSoft CTO, Brandon Taylor.

OneBridge President, Tim Edward, added, “Since teaming up with Phillips 66 to develop Polaris, interest from prospective customers for our proprietary Machine Learning and Data Science solutions has accelerated as a result of our own marketing activities, our reseller partner channel initiatives and through word-of-mouth. We have strong confidence that these pilot projects will ultimately lead to long-term use of our solutions on a commercial basis.”

 

About CIM and Polaris Solutions  

Operating on Microsoft’s Azure Cloud platform and services environment, CIM provides revolutionary Pattern Detection and Interacting Threats functionality using Data Science and proprietary Machine Learning algorithms. CIM is designed to normalize and ingest inline inspection (“ILI”) data for pipelines, align anomalies and calculate their growth rates, which results in the detection of threats to pipelines over time using Predictive Analytics. CIM also provides advanced business intelligence, intuitive graphical presentations, and dashboard reporting and natural query language capability for data that operators require to manage their pipeline infrastructure.

OneBridge entered into an agreement with Phillips 66 Company to develop Polaris, an advanced pipeline integrity management solution for industry operators, by migrating functionality from Phillips 66’s PT-DMS internally-developed software applications to a cloud-based software-as-a-service (SaaS) solution the embeds OneBridge Machine Learning, Data Science and CIM functionality. Polaris functionality is designed to address four major areas of functionality: (1) assessment planning, including enterprise-level planning, scheduling and business intelligence; (2) integrity compliance, wherein internal company policy and regulatory compliance for CFR 192 & 195 can be addressed with the push of a button; (3) threat monitoring, for which actionable workflow and job information for every threat is identified; and (4) business intelligence, comprised of data analytics, SQL reporting, embedded user experience using 3D visualizations, dashboards with filtering and natural query language capability.  Polaris is designed to be scalable for a wide range of pipeline companies globally, from small operators through and including industry supermajors.

 

About OneSoft and OneBridge

OneSoft has developed software technology and products that have capability to transition legacy, on-premise licensed software applications to operate on the Microsoft (MSFT:NASDAQ) Azure Cloud Platform.   Our business strategy is to seek opportunities to incorporate Data Science and Machine Learning, business intelligence and predictive analytics to create cost-efficient, subscription-based software-as-a-service solutions. Visit www.onesoft.ca for more information.

OneSoft’s wholly owned subsidiary, OneBridge Solutions Inc., develops and markets revolutionary new SaaS solutions that use Data Science and Machine Learning to apply predictive analytics to big data, which assist Oil & Gas pipeline operators to predict pipeline failures and thereby save lives, protect the environment, reduce operational costs and address regulatory compliance requirements. Visit www.onebridgesolutions.com for more information.

 

For more information, please contact

Dwayne Kushniruk, CEO

dkushniruk@onesoft.ca

(780) 437‐4950

Sean Peasgood, Investor Relations

Sean@SophicCapital.com

(647) 494-7710

Forward-looking Statements

This news release contains forward-looking statements relating to the future operations, product creation revenues and profitability of the Company, the Company’s efforts to develop and commercialize the technology with the capabilities 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 delivering 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 efficacy of its software, its ability to complete projects to expected deadlines, 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 many 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; human capital engagement and availability, ability to access sufficient financial 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.

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

LD MicroCap

OneSoft Solutions Inc. Reports Results for the Quarter ended May 31, 2018

Provides Business Outlook and AGSM Update and Grant of Stock Options

Edmonton, Alberta, Canada (July 26, 2018) – OneSoft Solutions Inc. (the “Company” or “OneSoft”) (TSX-V: OSS, OTCQB: OSSIF), a North American developer of cloud-based business solutions, is pleased to announce its financial results for the quarter ended May 31, 2018 (“Q1, Fiscal 2019”). Unless otherwise stated, all dollar amounts are Canadian dollars. Please refer to the interim unaudited Consolidated Financial Statements and Management’s Discussion and Analysis (“MD&A”) for the three months ended May 31, 2018 filed on SEDAR at www.sedar.com for more information.

“The Company is well poised to achieve its primary objectives of completing the commercial release of Polaris and increasing revenues in Fiscal 2019,” said Dwayne Kushniruk, OneSoft’s CEO. “Management believes that revenue from the current sales opportunities, coupled with cash of $3.5 million on-hand, is sufficient to achieve these objectives, with no requirement to raise additional capital.”

FINANCIAL SUMMARY FOR Q1 ENDED MAY 31, 2018

The following chart summarizes the first quarter ended May 31, 2018, compared to May 31, 2017:

  • Revenue for the quarter increased 31.2% year-over-year from $223,093 to $292,783. The Company’s commercial customers processed more miles and inspection logs in our Cognitive Integrity ManagementTM (“CIM”) SaaS-based Machine Learning solution. During the quarter, the Company also recognized the revenue from one Pilot Program.
  • Gross profit improved from $206,255 to $279,620, due to the increase in revenue.
  • Expenses were $1,013,763, up from $721,100 a year ago. The increase was due to higher salaries associated with the development of Polaris and increased sales and marketing activity, offset by lower G&A expenses as one-time expenses in the year ago quarter for listing on the OTCQB and pertaining to intellectual property did not repeat.
  • The increase in expenses caused the comprehensive loss to increase from $500,745 in Q1 last year to $766,809 this quarter.

OPERATIONAL HIGHLIGHTS FOR Q1 ENDED MAY 31, 2018

  • Revenue continued to increase from previous quarters, as a result of current clients adding more pipeline infrastructure into CIM and new clients using CIM.
  • The Company continued its Pilot Program initiative during the quarter, which allows prospective customers to evaluate CIM in a compressed timeline using their own data for a small segment of their pipeline. While pilots can be completed within days by OneBridge, they typically last weeks or months due to the multitudes of people at customer sites that are required to investigate, assess and adjudicate the impact CIM will have on their current systems and processes.
  • In March 2018, OneBridge entered into a reseller arrangement with WorleyParsons [ASX:WOR], one of the largest, international engineering services firms in the oil and gas industry. WorleyParsons will offer OneBridge’s solutions to its pipeline clients based on their strategy to utilize OneBridge solutions to drive demand for high value engineering services that they provide for their clients.
  • OneBridge continued our collaborative marketing and sales efforts with Microsoft, who is motivated by CIM’s demonstrated ability to drive consumption of (and revenue from) Microsoft Azure and other cloud products and services. In May 2018, OneBridge showcased CIM to Europe and Middle East Oil and Gas executives at a conference hosted by Microsoft in Brussels, Belgium.
  • On March 15, 2018 the Company reported that all outstanding warrants had been exercised, generating $567,050, improving the Company’s share structure. Exercised employee stock options also added $30,000 to working capital in the quarter.

SUBSEQUENT TO QUARTER END

BUSINESS OUTLOOK

OneSoft is transitioning from a research and development phase to revenue generation, which we believe will accelerate as the Company’s new technology and solutions gain traction in our marketplace.

We have estimated the industry costs associated with oil and gas pipeline integrity management to be USD $7.4 billion annually in the United States and USD $11.9 billion annually on a global basis, of which approximately 9%, 22% and 69% of these total figures are expended on Evaluation, Inspection and Maintenance, respectively. We believe that Data Science and Machine Learning technologies, like our CIM and Polaris solutions, may be able to disrupt a significant portion of the Evaluation, some portion of the Inspection, and potentially some portion of the Maintenance components of the legacy processes currently being used in the industry.

Statistics published by the Pipeline and Hazardous Materials Safety Administration (“PHMSA”) report that the average cost per pipeline incident involving a release of oil or gas product into the environment in the USA was approximately $456,000 per incident (1). Our preliminary analysis of costs associated with data evaluation and predictive analytics indicates that the use of CIM resulted in an average of 52% and 81% savings of those costs for two of our clients. Additionally, significant cost avoidance has been identified in one client case because 31 serious threats were detected by CIM that were not discovered by their legacy processes, thereby potentially saving this client USD $25 million (USD $800,000 per incident) in property, environmental and remedial costs, had these threats resulted in failures and releases. The cost savings arising from the use of CIM versus legacy systems is very significant, as corroborated by our clients, and creates highly compelling motivations for prospective customers to consider and adopt our solutions.

(1) PHMSA, All Pipeline Incidents, Total costs, 3-year Average: Retrieved from: https://hip.phmsa.dot.gov/analyticsSOAP/saw.dll?Portalpages

We believe our own internal initiatives and our solid business relationships with three large, high profile companies – Microsoft, Phillips 66, and WorleyParsons – will greatly assist us to evolve our technology and grow revenues:

  • Leveraging Microsoft’s ongoing collaborative marketing and sales initiatives in the USA, Canada, Europe, Middle East and Africa provides significant reach to potential customers globally, which would be very difficult and costly to replicate without Microsoft’s marketing and sales support.
  • Phillips 66 is evangelizing the high value proposition of our technology and solutions amongst its peers, which is generating interest from similar potential customers.
  • WorleyParsons is initiating marketing and sales activities for our solutions in Canada, Australia, New Zealand and other selected international markets.

Our own internal marketing and sales activities continue to create awareness of our solutions and accelerate interest by prospective customers in our Pilot Programs to assess the value proposition of our solutions. We anticipate that pilots will continue to operate in various stages of progression with numerous potential customers throughout Fiscal 2019, which are expected to generate nominal revenue to recover direct costs. Management remains optimistic that most pilot projects will eventually convert to long term commercial use of our solutions, some of which are expected to occur in Fiscal 2019. We also anticipate some revenue growth from our existing clients in Fiscal 2019, as they increase use of our solutions by ingesting additional pipeline segment data into CIM and transitioning new divisions and operating partners to replace legacy processes with CIM and Polaris.

Additionally, the Polaris program is highly important to the Company, and we expect Polaris’ commercial release to occur in Q3 of Fiscal 2019. All three private preview participants are enthusiastic about adopting the solution for ongoing commercial use, tentatively commencing in September 2018. We anticipate the completion of Polaris and acceptance of it by Phillips 66 will result in the transfer of a significant portion of the Company’s deferred revenue to earned revenue, and thereafter commence to generate Polaris revenue late in calendar 2018.

AGSM UPDATE AND GRANT OF STOCK OPTIONS

On July 24, 2018 the Company held its Annual General and Special Meeting (“AGSM”). All resolutions as set forth in the Management Information Circular distributed to shareholders prior to the meeting were passed, including disinterested shareholder approval of the amended escrow share release schedule. Accordingly, these shares will be released from escrow on September 24, 2018. Following the AGSM, 275,000 stock options were granted to the Directors and Officers of the Company and 325,000 stock options were granted to senior executives as part of compensation plans. All options granted have a strike price of $0.44 per share, vest 50% on each of the grant and anniversary dates and will expire in five years if not exercised.

ON BEHALF OF THE BOARD OF DIRECTORS

ONESOFT SOLUTIONS INC.

Douglas Thomson

Chair    

For more information, please contact

Dwayne Kushniruk, CEO

dkushniruk@onesoft.ca

780-437-4950

Sean Peasgood, Investor Relations

Sean@SophicCapital.com

647-494-7710

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 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 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 efficacy of its software; our interpretation based on various industry information sources regarding the total miles of pipeline in the USA and globally, which segments are piggable; our understanding of metrics, activities and costs regarding evaluation, inspection and maintenance is in alignment with various industry information sources and costs of performing pipeline evaluation, inspection and maintenance in the USA are representative of those in the rest of the world, are reasonably accurate; 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 many 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 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.

OneSoft Solutions to Present at Planet Microcap Showcase 2018 on April 25 in Las Vegas

Edmonton, Alberta, Canada (April 19, 2018) – OneSoft Solutions Inc. (the “Company” or “OneSoft”) (TSX-V:OSS, OTC:OSSIF) is pleased to announce its participation in the Planet MicroCap Showcase at 3:00 pm PST (6:00 pm EST) on Wednesday, April 25, 2018 at the Planet Hollywood venue in Las Vegas, Nevada. Planet MicroCap conferences provide investors with direct access to management teams from some of the fastest-growing micro-cap companies in North America, and OneSoft’s CTO Brandon Taylor will represent the Company at the conference as well as meet with investors in a series of one-on-ones scheduled for the following day (April 26, 2018).

“Over the past few months we have made significant progress to advance our business including entering into CIM usage agreements with Phillips 66 and another Fortune 500 company, engaging in several pilot projects with other US-based pipeline operators; teaming up with Phillips 66 to migrate their on-premise software to the Cloud as a comprehensive, new OneBridge solution; and teaming up with WorleyParsons to market our solutions in Canada and select international markets” said Mr. Taylor. “Our investors have exercised all outstanding warrants, solidifying our balance sheet to execute our business plan. We look forward to attending the Planet MicroCap Showcase to meet with current investors and followers and to introduce new investors to our Company.”

For those interested in meeting with OneSoft management, please contact Robert Kraft at rkraft@snnwire.com (424) 227-9018, or visit www.planetmicrocapshowcase.com for more information.

About Planet MicroCap Showcase

Planet MicroCap Showcase brings together promising companies with well-known/influential microcap investors, fund managers and newsletter writers for three days of company presentations, one-on-one meetings, and networking in the nation’s #1 destination for meetings and entertainment.

The conference will be held April 24-26, 2018 at the Planet Hollywood Resort & Casino in Las Vegas, NV – 3667 S Las Vegas Blvd., Las Vegas, NV 89109.

If you would like to attend the Planet MicroCap Showcase, please send an email to rkraft@snnwire.com or call (424) 227-9018.

About OneSoft Solutions Inc.
OneSoft has developed software technology and products that have capability to transition legacy, on-premise licensed software applications to operate on the Microsoft (NASDAQ “MSFT”) Azure Cloud Platform. Our business strategy is to seek opportunities to incorporate Data Science and Machine Learning, business intelligence and predictive analytics to create cost-efficient, subscription-based software-as-a-service (“SaaS”) solutions. Visit www.onesoft.ca for more information.

OneSoft’s wholly owned subsidiary, OneBridge Solutions Inc., develops and markets revolutionary new SaaS solutions that use Data Science and Machine Learning to apply predictive analytics to big data, which assist Oil & Gas pipeline operators to predict pipeline failures and thereby save lives, protect the environment, reduce operational costs and address regulatory compliance requirements. Visit www.onebridgesolution.com for more information.

For more information, please contact:
Dwayne Kushniruk, CEO
dkushniruk@onesoft.ca
(780) 437‐4950

Sean Peasgood, Investor Relations
Sean@SophicCapital.com
(647) 494-7710

Forward-looking Statements
This news release contains forward-looking statements relating to the future operations, product creation revenues 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 delivering 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; sufficient budgeted capital expenditures to carry out planned activities; the availability and cost of labour and services; the efficacy of its software, its ability to complete projects to expected deadlines, 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 many 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; human capital engagement and availability, ability to access sufficient financial 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.

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

OneSoft Receives $2.1 Million from Exercise of All Outstanding Warrants

Edmonton, Alberta, March 15, 2018 (GLOBE NEWSWIRE) — OneSoft Solutions Inc. (the “Company” or “OneSoft”) (TSX-V:OSS, OTC:OSSIF) is pleased to announce that it has received $2.1 million from the exercise of all outstanding warrants. As reported in the Company’s MD&A filed January 25, 2018 on SEDAR, the Company had 16.4 million warrants due to expire in February and March, 2018. The Company is pleased to report that all warrants have been exercised and zero warrants are now outstanding. OneSoft’s current cash balance after the warrant exercise is approximately $4.1 million.

“We believe this full warrant exercise indicates investors’ continued confidence in the future of our Company,” said CEO Dwayne Kushniruk. “We believe this is due to our recent news flow regarding progress with our Fortune 500 clients and pilot programs, as well as the announcement that we’ve teamed up with Phillips 66 to develop and globally market Polaris, a comprehensive SaaS solution for pipeline operators. The additional $2.1 million strengthens our already strong balance sheet and gives us comfortable runway to execute on our objective to maximize new customer additions. We’d like to thank our investors for their strong support and confidence in our vision.”

ABOUT ONESOFT SOLUTIONS AND ONEBRIDGE

OneSoft has developed software technology and products that have capability to transition legacy, on-premise licensed software applications to operate on the Microsoft (NASDAQ “MSFT”) Cloud, in conjunction with Office 365, CRM Online, Microsoft BI and Microsoft Azure Machine Learning. OneSoft’s business strategy is to seek opportunities to convert legacy business software applications that are historically cumbersome to deploy and costly to operate, to a more cost-efficient subscription-based business model utilizing the Microsoft Azure Cloud Platform and Services, with accessibility through any internet capable device.

Visit www.onesoft.ca for more information.

The Company’s wholly-owned subsidiary, OneBridge Solutions Inc., develops and markets revolutionary new SaaS solutions that use data science and Machine Learning to conduct predictive analytics on big data for the Oil & Gas pipeline industry, which assists operators to predict pipeline failures and thereby save lives, protect the environment, reduce operational costs and address regulatory compliance requirements.

Visit www.onebridgesolutions.com for more information.

FOR MORE INFORMATION, PLEASE CONTACT

Dwayne Kushniruk, CEO
dkushniruk@onesoft.ca
(780) 437‐4950

Sean Peasgood, Investor Relations
Sean@SophicCapital.com
(416) 565-2805

FORWARD-LOOKING STATEMENTS

This news release contains forward-looking statements relating to the future operations, product creation revenues and profitability of the Company, the Company’s efforts to develop and commercialize the technology with the capabilities, and Phillips 66’s ability to use the technology, as described, 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 delivering 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 efficacy of its software, its ability to complete projects to expected deadlines, 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 many 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; human capital engagement and availability, ability to access sufficient financial 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.

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