1233518 B.C. Ltd. entered into a definitive arrangement agreement to acquire VersaPay Corporation (TSXV:VPY) from Directors and senior officers of VersaPay and others for approximately CAD 120 million on December 12, 2019. Under the terms of the arrangement agreement, each VersaPay shareholder will receive cash consideration of CAD 2.70 for each VersaPay Share held (the “Consideration”). The Consideration represents a 47.5% premium to the closing price of the VersaPay Shares on the TSX Venture Exchange on December 12, 2019, the last trading day prior to the announcement of the Arrangement, and a 64.5% premium to the volume weighted average price of the VersaPay Shares on the TSXV over the 30 trading days prior to December 12, 2019. All cash offer that is not subject to a financing condition. Following closing of the transaction, the VersaPay shares would be delisted from the TSXV. Directors and senior officers of VersaPay, who as of the date hereof collectively hold approximately 3.7% of the VersaPay shares. VersaPay is subject to non-solicitation provisions and in certain circumstances, the Board of Directors may terminate the arrangement agreement in favor of an unsolicited superior proposal, subject to the payment of a termination fee of CAD 5.66989 million and subject to a right of 1233518 B.C. to match such superior proposal. The arrangement agreement also provides for payment by 1233518 B.C. of a reverse termination fee of CAD 7.559853 million if the arrangement agreement is terminated in certain specified circumstances, including if 1233518 B.C. does not satisfy its obligation to provide sufficient funds to complete the transaction. The transaction is subject to approval of 66 2/3% of the votes cast by VersaPay shareholders at a special meeting of Versapay shareholders to be called to approve the transaction, obtaining required court, regulatory and other approvals and satisfaction of closing conditions customary for a transaction of this nature. The arrangement agreement includes customary deal-protection provisions. An independent committee of VersaPay’s Board of Directors (the “Committee”) comprised of Arthur Mesher, Sheldon Pollack and David Dobson has unanimously approved the transaction. Directors and senior officers of VersaPay vote their VersaPay shares in favor of the transaction. On January 15, 2020, VersaPay obtained the Interim Order providing for the calling and holding of the Meeting and other procedural matters. A special meeting of VersaPay will be held on February 14, 2020 to approve the transaction. As of January 29, 2020, Institutional Shareholder Services Inc., one of the leading independent proxy advisory firms has recommended that shareholders of VersaPay to vote in favor of transaction. As of February 14, 2020, VersaPay shareholders approved the transaction. The transaction remains subject to approval from Ontario Superior Court of Justice. Court hearing is expected to be held on February 20, 2020. As of February 20, 2020, the transaction is approved by Ontario Superior Court of Justice. The transaction is expected to close in the first quarter of 2020. As of January 17, 2020 the transaction is expected to close on or about February 21, 2020. INFOR Financial Inc. acted as exclusive financial advisor to VersaPay, Capital Canada Limited has provided a fairness opinion to an independent committee of VersaPay’s Board of Directors. Jake Bullen and Alex Pizale of Cassels Brock & Blackwell LLP acted as Canadian counsel acted as U.S. counsel to VersaPay. Jeff Lloyd and Cat Youdan of Blake, Cassels & Graydon LLP acted as Canadian counsel and Chris Baughe of Alston & Bird LLP is acting as U.S. counsel to Great Hill Partners, parent of 1233518 B.C. Ltd. Computershare Investor Services Inc. acted as transfer agent for VersaPay. Laurel Hill Advisory Group is hired as proxy solicitor and In connection with these services, Laurel Hill Advisory Group will receive a fee of CAD 40,000 plus reasonable out-of-pocket expenses. Marisa White of Arnold & Porter Kaye Scholer LLP acted as legal advisor to VersaPay Corporation.