OneSoft Acquires Integrity Management Business Operations and Software Products from Bass Engineering

EDMONTON, AB and TULSA, OK / ACCESSWIRE / June 23, 2022 / OneSoft Solutions Inc. (TSX-V:OSS)(OTCQB:OSSIF) ("OneSoft") and its OneBridge operating subsidiaries ("OneBridge") and Bass Engineering ("Bass Engineering"), along with its parent company, MESA Products, Inc., are pleased to announce OneBridge's acquisition of Bass Engineering's Integrity Management business operations ("IM Operations"), including intellectual property and assets associated with RIPL risk and high consequence area management software solutions. OneBridge assumes operational control of IM Operations effective July 1, 2022. The TSX Venture Exchange has provided its Final Acceptance in respect of this Expedited Acquisition.

OneSoft President, Brandon Taylor, added, "Given our strategy to keep adding to the CIM platform to address customer demands, we are constantly considering ‘build vs buy' alternatives to progress our technology and products roadmaps. Incorporation of the Bass Engineering IM business into OneBridge is highly beneficial for two reasons - it provides customer-proven risk concepts to incorporate into CIM Risk Management based on C-FER's quantitative risk models, operating on Microsoft's cloud platform. This acquisition also provides a highly experienced team of employees with deep domain expertise who can help us accelerate our go-to-market plans with OneBridge risk solutions."

About IM Operations

IM Operations' software products were originally developed in the late 1990's, which later evolved into Bass-Trigon Software following collaboration with Bass Engineering, a U.S. leader of engineered cathodic protection services for oil and gas ("O&G") customers. IM Operations technology, products and business operations were subsequently purchased by Corrpro Companies and thereafter by American Innovations, who continued to enhance the intellectual property, technology and solutions in collaboration with Bass Engineering, with particular emphasis on asset risk mitigation in high consequence areas ("HCAs") such as environmentally sensitive, highly populated and potable water reservoir areas. HCAs require unique operational processes as mandated by the Pipeline Safety Act of 2002, largely governed by US DOT regulations as defined in 49 CFR 192 and 195 and in accordance with operational mandates of various state regulatory agencies. To maintain operational compliance, pipeline operators are required to conduct specific risk assessments, including determination of consequence of failure events within HCAs, for hazardous liquid and natural gas pipelines and storage facilities.

Terry May, President of MESA Products, Inc., expressed his confidence in the transition, stating, "In considering how to best serve our customers following our acquisition of Bass Engineering, we determined that the best path forward is to continue excelling at our core business operations while enabling software experts to grow the IM operations. We believe the OneBridge team is leading the pack in its efforts to modernize computing and data analytics for pipeline operators and have great confidence that their efforts to advance risk management solutions and provide continued customer services will be beneficial for all stakeholders."

Andy Florence, Director of IM Operations commented, "OneBridge's cloud data platform aggregates multiple data sets in a single database that have historically been kept in siloed data systems, which makes CIM the ideal system of record for integrity management data and analysis. This is unique amongst pipeline integrity management software and highly beneficial for pipeline engineers, who can easily ingest and align the numerous data sets they need to review and analyze to perform integrity and asset management. Accordingly, CIM also provides the ideal environment to leverage and progress our technology, products and risk management processes for pipeline operators."

Mr. Florence continued, "Quantitative and probabilistic risk assessments, as recommended by the latest PHMSA operational and regulatory guidelines, improve significantly when more data is aligned and analyzed. Amalgamation of expertise and software will provide an excellent upgrade path for existing Bass Engineering customers who currently use RIPL risk and HCA analysis solutions to progress to CIM, which is the leading and proven cloud-based, SaaS solution with machine learning capability that serves the industry today. This union of companies and collaboration of efforts will facilitate an accelerated path to achieve a comprehensive quantitative risk solution for customers and advance their risk assessment efforts."

OneSoft intends to integrate all IM Operations employees and business operations into its OneBridge operating companies and incorporate applicable Bass Engineering integrity management software concepts into the Cognitive Integrity Management^TM ("CIM") Risk Management module that is currently under development at OneBridge. While sales and revenue of the current IM Operations have largely been dependent on consulting services to date, OneSoft's intention is to transition that software and service deployment strategy to a software-as-a-service ("SaaS") model wherein expertise currently provided by consultants is incorporated into CIM's cloud-based software platform, leveraged by advanced data science and machine learning. The objective is to develop the next generation of risk solutions by incorporating the deep domain expertise of IM Operations' team of employees, as a component of the CIM Risk solution.

Post closing, the parties intend to explore potential application of OneBridge's CIM SaaS platform to supplement certain MESA and Bass Engineering services, as collaboration in this regard may result in additional synergistic opportunities in the future.

About the Transaction

Management of the parties believe that acquisition of IM Operations will be particularly beneficial for users of RIPL and HCA software solutions as well as OneBridge customers. OneBridge has acquired all applicable IM Operations' assets and business operations, including software technology and solutions, all assignable rights to current and prospective RIPL and HCA customers and certain computer equipment and other assets that pertain to IM Operations. IM Operations have generally been operated by a 7-person team and in the past 3 years have averaged approximately USD $1.5 million in annual consulting and software revenues. Operating expenses for this group are anticipated to be approximately USD $1.3 million over the next 12 months. Pursuant to the terms of the transaction, payment will be made by (a) cash payments totalling USD $375,000, over a period of 3 years post-closing; and (b) issuance of a total of 1,828,125 OneSoft shares, of which 609,375 shares shall become free trading on each of the first- second- and third-year anniversary of the transaction closing date. This transaction was conducted on an arms-length basis with no finders' fees being applicable and no debt being assumed.

About Bass Engineering

Bass Engineering, based out of Longview, Texas, has been in business since 1967 and has become a regional leader in cathodic protection and corrosion control. Their customer-centric philosophy results in a solutions-oriented approach to providing reliable asset protection. MESA acquired Bass Engineering in January 2022.

MESA Products, Inc., headquartered in Tulsa, Oklahoma, operates three business units that each serve to assist customers in protecting critical infrastructure across the United States.

About OneSoft and OneBridge

OneSoft has developed software technology and products that have capability to transition legacy, on-premises licensed software applications to operate on the Microsoft Azure Cloud Platform. Our business strategy is to seek opportunities to incorporate Data Science and Machine Learning, business intelligence and predictive analytics to create cost-efficient, subscription-based software-as-a-service solutions. Visit www.onesoft.ca for more information.

OneSoft's wholly owned subsidiary, OneBridge Solutions Canada Inc., develops and markets revolutionary new SaaS solutions that use advanced Data Sciences and Machine Learning to analyze big data using predictive analytics to assist Oil & Gas pipeline operators to predict pipeline failures and thereby save lives, protect the environment, reduce operational costs, and address regulatory compliance requirements. Visit www.onebridgesolutions.com for more information.

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SOURCE: OneSoft Solutions Inc.