Pivotree Announces Earnout Payment in Connection with Bridge Solutions Acquisition

TORONTO, April 6, 2022 /CNW/ - Pivotree Inc. ("Pivotree" or the "Company"), a leading provider of frictionless commerce solutions, announces that Bridge Solutions Group ("Bridge Solutions") has achieved gross profit growth targets for fiscal 2021 as previously set out at the time of the acquisition completed in September 2021. As such, the former shareholders of Bridge will be paid contingent consideration of US$2.6 million.

Of the contingent consideration, 48.6% of the value or US$1.3 million, will be paid in cash. The remaining value of US$1.3 million will be paid through the issuance of 359,807 common shares, at a deemed share price of $4.66, being the 90 day VWAP. The issuance of the shares is subject to the approval of the TSX Venture Exchange. The common shares will be subject to a four month hold period from the date of issuance in accordance with applicable securities laws.

Bridge Solutions Group was founded in 2010 and boasts global delivery expertise with offices across North America and India. Its global team of supply chain experts helps leading companies succeed in the areas of omnichannel fulfillment strategy, solution design and implementation, managed services, project and program management consulting, and business process consulting. Bridge Solutions Group services an impressive roster of Fortune 500 companies and leading retailers. Bridge Solutions Group is both an IBM Premier Business Partner and Fluent Commerce partner.

For more information about the Bridge Solutions acquisition, please refer to the definitive agreement announcement and the closing announcement press release dated August 26, 2021 and September 17, 2021 respectively.

Incentive Plan Awards

Pivotree also announced that it has granted an aggregate of 3,413 restricted share units (each an "RSU"), 6,827 performance share units (each, a "PSU"), and 104,981 stock options (each, an "Option") to certain executive officers of the Company pursuant to the Company's Equity Incentive Plan (the "Plan"). Each RSU will vest over a period of three years and each PSU will vest over a period of 24 months. The Options bear an exercise price of $4.23 per share, vest over a period of four years from the date of grant, and will expire 10 years from the date of grant.

The Company also granted an aggregate of 22,457 deferred share units (each an "DSU") to certain non-executive officers of the Company in respect of their services to the Company from January 1, 2022 to March 31, 2022 pursuant to the Plan. All of the DSUs vest effective as of the date of grant and may be settled, at the option in the Company, in cash or common shares of the Company, or a combination of cash and common shares, upon the applicable director ceasing to be a director of the Company.

A copy of the Plan is attached as Appendix C to the Company's final prospectus dated October 23, 2020, which is available on the Company's profile on SEDAR at www.sedar.com.

About Pivotree

Pivotree, a leader in frictionless commerce designs, integrates and manages digital platforms in Commerce, Data Management, and Supply Chain for over 250 major retail and branded manufacturers globally. Pivotree provides a combination of application support and managed hosting with digital strategy and software implementation services. Headquartered in Toronto, Canada with offices and customers in the Americas, EMEA, and APAC, Pivotree is widely recognized as a high-growth company and industry leader. For more information, visit www.pivotree.com

Neither 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.

SOURCE Pivotree Inc.

For further information, please contact: Dennis Fong, Investor Relations, [email protected], [phone]