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GetSwift Technologies Limited Announces Grants Under Incentive Plan
[November 22, 2021]

GetSwift Technologies Limited Announces Grants Under Incentive Plan


GetSwift Technologies Limited ("GetSwift" or the "Corporation"; NEO: "GSW"), a leading provider of last mile SaaS (News - Alert) logistics technology and services, announced that it has granted performance-vesting options (the "Options") and performance-vesting cash based awards (the "Cash Based Awards") to certain directors, officers, and employees of the Corporation and its subsidiaries (each, a "Participant") under the Corporation's incentive plan (the "Plan").

The Corporation, over a period of 5 years and 7 performance hurdles, approved and granted an aggregate of 2,685,000 Options and Cash Based Awards to certain directors, officers and employees of the Corporation and its subsidiaries. The Options and Cash Based Awards were granted under the Plan as part of the Corporation's long term incentive and retention plan should the performance hurdles be achieved including appropriate revenue and cash capital position of the company. Each Option is exercisable into a common share in the capital of the Corporation (a "Common Share") at a price of C$0.60 per Common Share until November 21, 2026. An aggregate of 2,595,000 Options were issued to directors and senior officers of the Corporation. The Cash Based Awards were granted to members of senior management and certain employees of the Corporation and its subsidiaries. Vesting of all Options and Cash Based Awards granted are subject to the satisfaction of certain performance milestones based on the gross revenues of the Corporation during certain calendar quarters and certain other performance-based criteria [(and as set forth in more detail in the tables below)]. All awards granted under the Plan are also subject to the applicable minimum vesting period required by the Plan, which minimum vesting period will run until January 1, 2023 in the respect of these Options and Cash Based Awards, subject to certain limited exceptions in accordance with the Plan.

The performance-based vesting terms applicable to the Options are as follows:





VESTING SCHEDULE FOR NOVEMBER 21, 2021 OPTION GRANTS

TRANCHE

PERFORMANCE HURDLE

PERCENTAGE OF
UNDERLYING
SHARES VESTING

TRANCHE A

Bookable revenue during any consecutive four quarters (as reported in the Corporation's financial statements applicable to the particular quarters during which the performance hurdle has been achieved) commencing on or after November 21, 2021 is equal to or greater than US$40 million

4.76%

TRANCHE B

Bookable revenue during any consecutive four quarters (as reported in the Corporation's financial statements applicable to the particular quarters during which the performance hurdle has been achieved) commencing on or after November 21, 2021 is equal to or greater than US$50 million

7.14%

TRANCHE C

The closing price per share of the Corporation's Common Shares on the NEO Exchange is equal to or greater than CDN$5.00 (subject to adjustment in the event of any share consolidation, share split, or similar transaction applicable to the Common Shares from time to time during the term of this Award) for a period of three consecutive trading days at any time on or after November 21, 2021

7.14%

TRANCHE D

The closing price per share of the Corporation's Common Shares on the NEO Exchange is equal to or greater than CDN$8.00 (subject to adjustment in the event of any share consolidation, share split, or similar transaction applicable to the Common Shares from time to time during the term of this Award) for a period of three consecutive trading days at any time on or after November 21, 2021

9.52%

TRANCHE E

Bookable revenue during any consecutive four quarters (as reported in the Corporation's financial statements applicable to the particular quarters during which the performance hurdle has been achieved) commencing on or after November 21, 2021 is equal to or greater than US$100 million

23.81%

TRANCHE F

The closing price per share of the Corporation's Common Shares on the NEO Exchange is equal to or greater than CDN$12.00 (subject to adjustment in the event of any share consolidation, share split, or similar transaction applicable to the Common Shares from time to time during the term of this Award) for a period of three consecutive trading days at any time on or after November 21, 2021

23.81%

TRANCHE G

Bookable revenue during any consecutive four quarters (as reported in the Corporation's financial statements applicable to the particular quarters during which the performance hurdle has been achieved) commencing on or after November 21, 2021 is equal to or greater than US$150 million

23.81%

TOTAL

 

100%


The performance-based vesting terms applicable to the Cash Based Awards are as follows:

VESTING SCHEDULE FOR NOVEMBER 21, 2021 CASH BASED AWARDS

TRANCHE

PERFORMANCE HURDLE

PERCENTAGE OF
VESTED CASH
BASED AWARD

TRANCHE A

Bookable revenue during any consecutive four quarters (as reported in the Corporation's financial statements applicable to the particular quarters during which the performance hurdle has been achieved) commencing on or after November 21, 2021 is equal to or greater than US$50 million

2.53%

TRANCHE B

Bookable revenue during any consecutive four quarters (as reported in the Corporation's financial statements applicable to the particular quarters during which the performance hurdle has been achieved) commencing on or after November 21, 2021 is equal to or greater than US$100 million

10.11%

TRANCHE C

The closing price per share of the Corporation's Common Shares on the NEO Exchange is equal to or greater than CDN$12.00 for a period of three consecutive trading days at any time on or after November 21, 2021

15.17%

TRANCHE D

Bookable revenue during any consecutive four quarters (as reported in the Corporation's financial statements applicable to the particular quarters during which the performance hurdle has been achieved) commencing on or after November 21, 2021 is equal to or greater than US$150 million

25.28%

TRANCHE E

Bookable revenue during any consecutive four quarters (as reported in the Corporation's financial statements applicable to the particular quarters during which the performance hurdle has been achieved) commencing on or after November 21, 2021 is equal to or greater than US$250 million

46.92%

TOTAL

 

100%

Each tranche will become vested and payable only once and the price per Common Share in Tranche C relating to the Cash Based Awards is subject to adjustment in the event of any share consolidation or share split applicable to the Common Shares from time to time during the term of the Awards.

About GetSwift Technologies Limited

Technology to Optimise Global Delivery Logistics

GetSwift is a technology and services company that offers a suite of software products and services focused on business and logistics automation, data management and analysis, communications, information security, and infrastructure optimization and also includes ecommerce and marketplace ordering, workforce management, data analytics and augmentation, business intelligence, route optimization, cash management, task management shift management, asset tracking, real-time alerts, cloud communications, and communications infrastructure (collectively, the "GetSwift Offering"). The GetSwift Offering is used by public and private sector clients across industries and jurisdictions for their respective logistics, communications, information security, and infrastructure projects and operations.

GetSwift is headquartered in New York and its common shares are listed for trading on the NEO Exchange under the symbol "GSW". For further background, please visit the Corporation's profile on SEDAR at www.sedar.com and the Corporation's website at www.getswift.co.

Certain statements contained in this news release constitute forward-looking information within the meaning of Canadian securities laws. Forward-looking information may relate to matters disclosed in this news release and to other matters identified in public filings relating to the Corporation, to the future outlook of the Corporation and anticipated events or results and may include statements regarding the future financial performance of the Corporation, the future market price of the Common Shares, and the potential issuance of Common Shares upon exercise of Options or payment of cash awards, in each case, based on the Corporation achieving certain performance milestones. In some cases, forward-looking information can be identified by terms such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "intend", "estimate", "predict", "potential", "continue" or other similar expressions concerning matters that are not historical facts. Forward looking Statements in this press release include statements related to the Corporation's future financial performance, the future market price of the Common Shares on the NEO Exchange, and the payments owing to certain directors, officers, and employees of the Corporation and its subsidiaries upon the successful completion of certain performance based milestones applicable to the Options and Cash Based Awards. Forward-looking Statements involve various risks and uncertainties and are based on certain factors and assumptions. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Corporation's expectations include the Corporation's ability to maintain the listing of its common shares on the NEO Exchange and the other risk factors set forth in the Corporation's annual information form for the year ended June 30, 2021. The Corporation undertakes no obligation to update or revise any Forward-looking Statements, whether as a result of new information, future events or otherwise, except as may be required by law. New factors emerge from time to time, and it is not possible for the Corporation to predict all of them, or assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any Forward-looking Statement. Any Forward-looking Statements contained in this press release are expressly qualified in their entirety by this cautionary statement.


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