Banneker Partners, LLC executed a letter agreement to acquire HS GovTech Solutions Inc. (CNSX:HS) for CAD 33.3 million on May 19, 2023. Banneker Partners, LLC entered into a definitive arrangement agreement to acquire HS GovTech Solutions Inc. (CNSX:HS) for CAD 33.3 million on September 18, 2023. Pursuant to the terms and conditions of the Arrangement Agreement, Banneker Partners has agreed to acquire 100% of the issued and outstanding Shares for consideration of CAD 0.54 in cash per Share, each Option, Warrant, and RSU outstanding immediately prior to the effective time of the Arrangement will be cancelled in exchange for a cash payment equal to the amount (if any) by which CAD 0.54 exceeds the exercise price of such Option, Warrant, or RSU, as applicable. HS GovTech Solutions Inc.'s outstanding non-convertible debentures with a principal amount of CAD 2,195,000 plus interest at a rate of 10% per annum will be repaid in connection with the closing of the Arrangement. Banneker has also provided a $500,000 non-convertible, unsecured, 10% interest bearing loan to HS GovTech. Upon completion of the Transaction, no securities of HS GovTech Solutions Inc. will be listed on any public market and HS GovTech Solutions Inc. will cease to be a reporting issuer under Canadian laws. HS GovTech will pay CAD 1.375 million as a termination fee in the event if Arrangement Agreement is terminated or not completed as a result of a superior proposal.

The transaction is subject to court approval, to applicable regulatory approvals, approval from HS GovTech security holders. The special committee and HS GovTech board have unanimously approved the transaction. As of November 9, 2023, The special committee comprised of directors of HS GovTech and a board of directors of HS GovTech. The transaction is expected to close in late November, 2023. As of November 17, 2023, final approval from the Supreme Court of British Columbia is received and the transaction is now expected to close on or around November 22, 2023.

Echelon acted as a financial advisor and fairness opinion provider to HS GovTech and the Special Committee. Sasa Jarvis of McMillan LLP acted as legal counsel to HS GovTech, Jared Bachynsk of Stikeman Elliott LLP, David Ruff, Zac Padgett, Eugene Clark-Herrera, Derek Jones, Eric Wall, Kelly D. Newsome, Jason D. Flaherty, Daniel Yost, Elizabeth Zane and Dolph Hellman of Orrick Herrington & Sutcliffe LLP acted as legal counsels to Banneker Partners, and Wildeboer Dellelce LLP acted as counsel to Echelon Capital Markets.

Banneker Partners, LLC completed the acquisition of HS GovTech Solutions Inc. (CNSX:HS) on November 22, 2023. With the completion of the Arrangement, the Shares will be delisted from the Canadian Securities Exchange on November 22, 2023 and from the OTC and the Frankfurt Stock Exchange shortly thereafter. HS GovTech Solutions will apply to cease to be a reporting issuer under applicable Canadian securities laws after its Shares have been delisted.