TrueContext Announces Shareholder Approval of Plan of Arrangement

99.99% of Votes Cast by Shareholders Voted in Favour of Transaction with Battery Ventures

OTTAWA, ON – May 8, 2024 – TrueContext Corporation (“TrueContext” or the “Company”) (TSXV :TCXT), a global leader in field intelligence, is pleased to announce that at its special meeting (“Meeting”) of shareholders of the Company (the “Shareholders”) held today, the Shareholders voted to approve the previously announced plan of arrangement under the Business Corporations Act (Ontario) pursuant to which an entity controlled by Battery Ventures will acquire all of the issued and outstanding common shares of the Company (the “Shares”) at a price of $1.07 in cash per Share (the “Transaction”).

The Transaction required approval by the affirmative vote of (i) at least two thirds of the votes cast by Shareholders voting together as a single class; and (ii) a simple majority of the votes cast by Shareholders voting together as a single class, excluding votes attached to Shares required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), in each case present or represented by proxy at the Meeting.

Of the votes cast at the Meeting with respect to the Transaction, an aggregate of 109,638,282 Shares were voted in favour of the Transaction, representing approximately 99.99% of the votes cast on the special resolution approving the Transaction. In addition, an aggregate of 95,835,560 Shares, representing approximately 99.99% of the votes cast by holders of Shares, excluding those votes attached to those Shares required to be excluded pursuant to MI 61-101, were voted in favourof the special resolution approving the Transaction.

The Transaction remains subject to certain customary closing conditions, including the issuance of a final order by the Ontario Superior Court of Justice (Commercial List) (the “Court”) to approve the Transaction following the hearing expected to be held on May 13, 2024. If the Court approval is obtained and the other conditions to the closing of the Transaction are satisfied or waived, the Transaction is expected to be completed on or about May 16, 2024. It is anticipated that the Shares will be delisted from the TSX Venture Exchange (the “TSXV”) on or about May 16, 2024. Following completion of the Transaction, the Company will cease to be a reporting issuer under applicable Canadian securities laws.

Shareholders who have questions or require assistance submitting their Shares in connection with the Transaction may direct their questions to TSX Trust Company, who is acting as depositary in connection with the Transaction, by phone at the toll free number 1-866-600-5869 (within North America) or 1-416-342-1091 (outside North America) or by email at tsxtis@tmx.com.

About TrueContext

TrueContext is a global leader in field intelligence. The product’s field workflows and data collection capabilities enable enterprise field teams to optimize decision-making, decrease organizational risk, maximize the uptime of valuable assets, and deliver exceptional service experiences. Over 100,000 subscribers use the Company’s product across multiple use cases, including asset inspection, compliance, installation, repair, maintenance, and environmental, health & safety with quantifiable business impacts.

The Company is based in Ottawa, Canada, and currently trades on the TSXV under the symbol TCXT. “ProntoForms” and “TrueContext” are registered trademarks of TrueContext Inc., a wholly-owned subsidiary of the Company.

About Battery Ventures

Battery partners with exceptional founders and management teams developing category-defining businesses in markets including software and services, enterprise infrastructure, online marketplaces, healthcare IT and industrial technology. Founded in 1983, the firm backs companies at all stages, ranging from seed and early to growth and buyout, and invests globally from six strategic locations: Boston; San Francisco and Menlo Park, California; Tel Aviv; London; and New York. Follow the firm on X @BatteryVentures and visit our website to find a full list of Battery’s portfolio companies at https://www.battery.com/list-of-all-companies/.

Battery Contact:
Rebecca Buckman
Marketing Partner
Battery Ventures
650-292-2077
becky@battery.com

Contact Information

Alvaro Pombo
co-Chief Executive Officer
TrueContext Corporation
613.599.8288 ext. 1111
apombo@truecontext.com

Philip Deck
co-Chief Executive Officer
TrueContext Corporation
416.702.3974
pdeck@truecontext.com

Dave Croucher
Chief Financial Officer
TrueContext Corporation
613.286.9212
dcroucher@truecontext.com

The TSXV has neither approved nor disapproved the contents of this press release. The TSXV does not accept responsibility for the adequacy or accuracy of this press release.

Forward-Looking Statements
Certain statements in this news release constitute forward-looking statements within the meaning of applicable securities laws. Forward-looking statements generally can be identified by the use of terms and phrases such as “will”, “may”, “subject to”, “expected”, “if”, “option”, and similar terms and phrases, including references to assumptions and limitations. Some of the specific forward-looking statements in this news release include, but are not limited to, statements with respect to: the Transaction including the approval process and expected timing of closing of the Transaction; statements relating to Court approval; statements relating to the delisting of Shares from the TSXV following closing of the Transaction; the expectation that the Company will cease to be a reporting issuer following closing of the Transaction; and statements relating to other anticipated impacts of the Transaction.
Forward-looking statements are based on information available at the time they are made, underlying estimates and assumptions made by management and management’s good faith belief with respect to future events, performance and results. Such assumptions include, without limitation, expectations and assumptions concerning the anticipating timing of the Transaction, the delisting of the Shares from the TSXV, the receipt in a timely manner of regulatory and Court approvals for the Transaction and that the arrangement agreement will not be amended or terminated. There can be no assurance that the proposed Transaction will be completed, or that it will be completed on the terms and conditions contemplated in the arrangement agreement.
Forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond the Company’s control, which may cause actual events, results or performance to be materially different from the events, results, or performance expressed in such forward-looking statements. Such risks and uncertainties include, but are not limited to, the inherent risks and uncertainties surrounding future expectations of the Company, general economic, market and business conditions in Canada and globally, governmental and regulatory requirements and actions by governmental authorities, changes and competition in the technology industry, financing and refinancing risks, changes in economic conditions, changes in interest rates, changes in taxation rules, reliance on key personnel and potential diversion of management time on the Transaction, environmental matters and fluctuations in commodity prices. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. The Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements unless and until required by securities laws applicable to the Company. There are a number of risk factors that could cause future results to differ materially from those described herein. Please see “Risk Factors Affecting Future Results” in the Company’s annual management discussion and analysis dated March 18, 2024 found at www.sedarplus.ca. The anticipated timeline for completion of the Transaction may change for a number of reasons, including the inability to secure necessary regulatory, Court or other approvals in the time assumed, third party litigation or the need for additional time to satisfy the conditions to the completion of the Transaction. Additional risks and uncertainties not presently known to the Company or that the Company currently believes to be less significant may also adversely affect the Company.
Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking statements contained herein are made as of the date of this news release and the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, results or otherwise, except as may be required under applicable securities laws. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.