Battery Ventures entered into an arrangement agreement to acquire TrueContext Corporation (TSXV:TCXT) for approximately CAD 140 million on March 13, 2024. Under the Arrangement Agreement, the Buyer will acquire the outstanding Shares of the Company, and each Shareholder will receive CAD 1.07 per Share. Upon completion of the Transaction, TrueContext will become a privately held company. The Transaction values the Company?s total equity at approximately CAD 150 million on a fully diluted basis. The Special Committee comprised of independent directors of the Company unanimously recommended that the board of directors of the Company (the ?Board?) approve the Transaction. The Board unanimously approved the Transaction and unanimously determined to recommend that the Shareholders vote in favour of the Transaction. Battery has entered into voting support agreements with certain Shareholders (collectively, the ?Supporting Shareholders?) and all of the directors and officers of the Company holding an aggregate of 76.4% of the outstanding Shares. Following closing of the Transaction, the Shares will be delisted from the TSXV. The Company is subject to non-solicitation provisions which, in certain circumstances, allow the Board to terminate the Arrangement Agreement in favour of a superior proposal, subject to the payment of a termination fee of approximately CAD 6.3 million, in certain circumstances, and a right of the Buyer to match such superior proposal.

The Transaction will be implemented by way of a statutory plan of arrangement under the Business Corporations Act (Ontario) and will require the approval of 66 2/3% of the votes cast by Shareholders, as well as the approval by a simple majority of votes cast by Shareholders, excluding certain Shareholders required to be excluded under Multilateral Instrument 61-101 ? Protection of Minority Security Holders in Special Transactions (?MI 61-101?) at a special meeting of Shareholders to be called to approve the Transaction (the ?Special Meeting?). The completion of the Transaction is subject to obtaining required court approval and satisfaction of closing conditions customary for a transaction of this nature. It is anticipated that the Special Meeting will be held in early May 2024. The Transaction is expected to close in the second quarter of 2024.

Canaccord Genuity is acting as financial advisor and fairness opinion provider to the Special Committee formed by TrueContext. Blake, Cassels & Graydon LLP and LaBarge Weinstein LLP are acting as counsel to the Special Committee and the Company, respectively. CIBC Capital Markets is acting as financial advisor to Battery. Osler, Hoskin & Harcourt LLP and Cooley LLP are acting as counsel to Battery.