Absolute Software Corporation a leader in Endpoint Resilience™ solutions, today announced the filing of a preliminary prospectus supplement to its short form base shelf prospectus dated August 27, 2020 in connection with a proposed public offering of its common shares and the filing of an application to list its Common Shares on the Nasdaq Global Select Market under the ticker “ABST”. In connection with ...

Absolute Software Corporation ("Absolute"; ABT.TO), a leader in Endpoint Resilience™ solutions, today announced the filing of a preliminary prospectus supplement (the "Supplement") to its short form base shelf prospectus dated August 27, 2020 (the "Base Prospectus") in connection with a proposed public offering (the "Offering") of its common shares ("Common Shares"), and the filing of an application to list its Common Shares on the Nasdaq Global Select Market ("Nasdaq") under the ticker "ABST".

In connection with Absolute's application to list on Nasdaq, Absolute will apply to change its trading symbol on the Toronto Stock Exchange (the "TSX") to "ABST" to align with its symbol on Nasdaq. Trading of the Common Shares on Nasdaq is expected to commence following the pricing of the Offering. The Supplement and Base Shelf Prospectus were filed with each of the securities regulatory authorities in the provinces and territories of Canada, except Quebec. The Supplement and Base Prospectus were also filed with the United States Securities and Exchange Commission (the "SEC") as part of a registration statement on Form F-10, as it may be amended from time to time (the "Registration Statement"), in accordance with the Multijurisdictional Disclosure System established between Canada and the United States. Absolute intends to use the net proceeds of the Offering for general corporate purposes, including to fund ongoing operations, to fund growth initiatives, and/or for working capital requirements, as set out in the Supplement.

Needham & Company and Canaccord Genuity are acting as joint book-running managers and Raymond James is acting as passive book-running manager for the Offering. Absolute intends to grant to the underwriters a 30-day option to purchase up to an additional 15% of the number of Common Shares offered in the Offering. The Offering is expected to be priced in the context of the market, with the final terms of the Offering to be determined at the time of pricing. There can be no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of the Offering. The closing of the Offering will be subject to customary closing conditions.

The Registration Statement relating to the Common Shares has been filed with the SEC, but has not yet become effective. The Common Shares to be offered in the Offering may not be sold, and offers to buy these securities may not be accepted, prior to the time the Registration Statement becomes effective. The Supplement and the Base Prospectus contain important detailed information about the Offering. The Supplement and the Base Prospectus can be found under Absolute's profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov . Copies of the Supplement and Base Prospectus may also be obtained from Absolute by email to legalnotices@absolute.com , or you may request them from:

  • Needham & Company, LLC, Attention: Prospectus Department, 250 Park Avenue, 10 th Floor, New York, NY 10177, by telephone at 800-903-3268;
  • Canaccord Genuity LLC, Attention: Syndicate Department, 99 High Street, 12 th Floor, Boston MA 021990, by email at prospectus@cgf.com ; or
  • Raymond James & Associates, Inc., Attention: Equity Syndicate, 880 Carillon Parkway, St. Petersburg, FL 33716, by telephone at 800-248-8863, by email at prospectus@raymondjames.com .

Prospective investors should read the Supplement and Base Prospectus and the other documents Absolute has filed publicly with the securities regulatory authorities in Canada and the United States before making an investment decision.

No regulatory authority or stock exchange has either approved or disapproved the contents of this press release. This press release will not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of Common Shares, in any province, state, or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the applicable securities laws of any such province, state, or jurisdiction.

Forward-Looking Statements

This press release contains certain forward-looking statements and forward-looking information (collectively, "forward-looking statements") which relate to future events or Absolute's future business, operations, and financial performance and condition. Forward-looking statements normally contain words like "will", "intend", "anticipate", "could", "should", "may", "might", "expect", "estimate", "forecast", "plan", "potential", "project", "assume", "contemplate", "believe", "shall", "scheduled", and similar terms and, within this press release, include, without limitation, statements regarding: the conduct of the Offering; the intended listing of the Common Shares on Nasdaq; the intended change of Absolute's trading symbol on the TSX; the granting of the underwriters' over-allotment option; and the anticipated use of proceeds from the Offering. Forward-looking statements are provided for the purpose of presenting information about management's current expectations and plans relating to the future and allowing investors and others to get a better understanding of our anticipated financial position, results of operations, and operating environment. Readers are cautioned that such information may not be appropriate for other purposes.

Forward-looking statements are not guarantees of future performance, actions, or developments and are based on expectations, assumptions and other factors that management currently believes are relevant, reasonable, and appropriate in the circumstances. The material expectations, assumptions, and other factors used in developing the forward-looking statements set out herein include or relate to the following, without limitation: the Offering will be completed on favourable terms; Absolute will be successful in listing its Common Shares on Nasdaq; and the proceeds from the Offering, if any, will be utilized by Absolute as currently expected.

Although management believes that the forward-looking statements herein are reasonable, actual results could be substantially different due to the risks and uncertainties associated with and inherent to Absolute's business, as more particularly described in the "Risk Factors" section of the Supplement and similar sections in Absolute's most recently filed Management's Discussion and Analysis, which are available under Absolute's profile on www.sedar.com . Additional material risks and uncertainties applicable to the forward-looking statements herein include, without limitation: there being insufficient investor demand for the Offering; economic and market conditions not being conducive to the Offering on the timeline currently anticipated or at all; fluctuations in the market price of the Common Shares; risks related to the COVID-19 pandemic and its impact on Absolute, economic conditions, and global markets; the failure of Absolute and/or the underwriters to satisfy closing conditions to the Offering; the failure of Absolute to satisfy certain stock Nasdaq and/or TSX listing requirements; the failure of Absolute to use any of the proceeds received from the Offering in a manner consistent with current expectations; and other unforeseen events, developments, or factors causing any of the aforesaid expectations, assumptions, and other factors ultimately being inaccurate or irrelevant. Many of these factors are beyond the control of Absolute.

All forward-looking statements included in this press release are expressly qualified in their entirety by these cautionary statements. The forward-looking statements contained in this press release are made as at the date hereof and Absolute undertakes no obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required by applicable securities laws.

About Absolute

Absolute is a leader in Endpoint Resilience solutions and the industry's only undeletable defense platform embedded in over a half-billion devices. Enabling a permanent digital tether between the endpoint and the enterprise who distributed it, Absolute provides IT and Security organizations with complete connectivity, visibility, and control, whether a device is on or off the corporate network, and empowers them with Self-Healing Endpoint® security to ensure mission-critical apps remain healthy and deliver intended value.

©2020 Absolute Software Corporation. All rights reserved. ABSOLUTE, the ABSOLUTE logo, and SELF-HEALING ENDPOINT are registered trademarks of Absolute Software Corporation in the United States and/or other countries. Other names or logos mentioned herein may be the trademarks of Absolute or their respective owners. The absence of the symbols ™ and ® in proximity to each trademark, or at all, herein is not a disclaimer of ownership of the related trademark.

Media Relations
Shannon Tierney
press@absolute.com
408-313-9974

Investor Relations
Joo-Hun Kim
IR@absolute.com
212-868-6760

News Provided by Business Wire via QuoteMedia

Investing in Less-lethal Security Solutions for Public Safety: An Industry Overview

2020 saw an unprecedented level of civil unrest and mass demonstrations in the name of social justice and political corruption. Despite some attributing this year of tumultuous public protest to the increased stress and uncertainty brought on by the COVID-19 pandemic, a spike in violent demonstrations around the world is not a random occurrence.

According to the Global Peace Index, peacefulness has declined by 2.5 percent since 2008, with 81 GPI countries recording a deterioration. Likewise, while 43 countries reported lower levels of terrorism in 2020, a staggering 97 countries stated an increase. In an attempt to tackle growing violence and the need for crowd control, government bodies, military organizations and public institutions are calling for non-lethal security solutions for public safety.

This increase in violence worldwide means that security solutions for public safety are a growing market that continues to attract increasing amounts of investment in less-lethal security. With the global less-lethal weapons market expected to reach US11.9 billion by 2027, investing in this line of security and public safety suggests significant upside potential for investors.

Defining less-lethal devices

Less-lethal devices or security solutions refer to technology devices that are designed to be less likely to cause death when deployed against people. These less-lethal alternatives to more conventional weapons like firearms have two primary applications: crowd control and one-on-one-suspect apprehension.

For each of these situations, technology subcategories exist based on the technology modalities, such as chemical, kinetic and conducted energy. Again, these technologies can be separated into two dominant types, direct contact weapons, like batons or chemical agents and directed energy weapons like handheld Tasers or weaponized sound waves.

These technologies are designed to have impacts that are generally temporary in nature or reversible effects. When law enforcement or military forces need to quickly disperse large crowds or disable precision targets, less-lethal weaponry is often effectively deployed.

Tactical defense and security companies like Axon Enterprise (NASDAQ:AXON), KWESST Micro Systems (TSXV:KWE,OTCQB:KWEMF) and Byrna Technologies (NASDAQ:BYRN) demonstrate versatility in less-lethal weaponry and technology devices. The KWESST Micro System is bringing to market the world’s first cartridge-based non-lethal firing system (named the Low Energy Cartridge “LEC” system ) with universal application across four market segments that currently use a variety of dated “less-lethal” solutions. Meanwhile, Wrap Technologies (NASDAQ:WRAP), created the less-lethal BolaWrap, an innovative new form of remote handcuffs that allow police officers to restrain individuals from a distance.

For police and military applications, employing these tools not only have real-life micro implications on the ground but more macroeconomic relevance as well.

Worldwide investment in less-lethal weapons is growing

Violence continues to have a significant impact on economic performance around the globe. Rises in civil unrest and organizational infighting pose significant risks to political stability and industries at every level. Investing in the technologies to combat this violence is no longer investing in a small niche market.

Market research for the U.S. estimates the nation’s less-lethal weapons market was over US$2.2 billion in 2020 alone. After years of highly publicized police shootings lining popular news headlines domestically and internationally, the political powerhouse continues to see rising levels in explosions of intense protest.

The high-profile deaths of George Floyd and Breonna Taylor in 2020 sparked unprecedented global strife and angry outcries for justice and police reform. Violent clashes between law enforcement and protesters for months demonstrated that despite significant investment into military spending, these less-lethal weapon projections come at no surprise.

Governments want to avoid unnecessary deaths. Public entities and activist organizations are pushing for less lethal tactics with the additional mounting pressure from onlookers from those in the international community.

These political protests have not been isolated to the U.S. Police shootings have become catalysts for heated demonstrations and escalated public violence worldwide. News media have depicted how violence at these levels can devastate entire cities and economic infrastructures. Applying less-lethal alternatives can be effective crowd control when force is necessary.

Following the U.S., China is forecasted to reach an estimated less-lethal weapon market size of US$2.1 billion in the year 2027, trailing a CAGR of 6.4 percent through 2027. Likewise, market research expects European markets, excluding Germany, will reach US$2.1 billion in the same time frame.

Shifts in less-lethal technology adoption

Independent task forces and legislative initiatives are making significant strides in legitimizing the use of less-lethal weapons and technology devices. Recommendations to administration according to the Council on Foreign Relations outline research and development on clear guidelines for weapon employment and leadership and coordination of this process among military services.

In violent situations, providing law enforcement and military personnel with the tools to protect not only the public but themselves is vital for any governing body. Competitors in the less-lethal weapons and defense space like AMTEC Less-Lethal Systems Inc. and KWESST Micro Systems Inc. are innovating new devices and effective security solutions for proactive public safety efforts.

The market for less-lethal products is a recurring multi-billion-dollar opportunity. Customers continue to seek better solutions as many legacy systems can be lethal, and frequently are unreliable. Thousands of fatalities have been recorded from existing cartridge-bases systems, including conducted energy devices such as Taser. Other legacy products that are “less” lethal typically fire from air guns, which are inherently unreliable as they are affected by ambient temperature and involve high-maintenance including as a result of air seals and “O” rings drying out and bursting, causing catastrophic failures. Air-based systems also entail a long logistics tail of compressors, air tanks and spare parts.

KWESST’s LEC system solves these problems with the proven reliability of a cartridge-based system in a low-cost firing platform that fires only LEC cartridges. The firing platforms are offered in various patterns that replicate the look of a real firearm, or avoid the appearance of a firearm altogether, at the user’s choice. The proprietary LEC cartridge automatically stabilizes the projectile for accuracy and distance, with an energetic actuator that controls velocity and muzzle energy well below lethal levels, and with no need for gunpowder or conventional propellant. The system’s soft frangible projectiles come with various payloads, including coloured marking agent, inert powder or a safe but powerful irritant powder that temporarily incapacitates subjects.

These less-lethal security solutions bring law enforcement into the modern age. With a growing militarization of police forces, investing in these high-tech devices and tools can present a notable economic advantage and serve a great purpose for preventing and organizing the de-escalation of violence.

Takeaway

2020 has shown that there is a rising demand for crowd control and other security solutions to ensure public safety. Worldwide increases in violence and civil unrest demonstrate this need for less-lethal weaponry and governing safety measures is not isolated to one part of the world or one nation. The growing less-lethal tactical weapons market presents investors with significant exposure to this expanding market and presents an upside potential that stands unprecedented in the coming years.

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KWESST

KWESST

Overview

KWESST Micro Systems (TSXV:KWE) is a technology company which develops and commercializes breakthrough next generation tactical systems that meet the requirements of security forces and personal defense for overmatch capability against adversaries. The key market segments and solutions addressed by KWESST technologies are:

  • Breakthrough technology in non-lethal systems with broad application, including law enforcement and personal defence.
  • Modernized digitization of tactical forces for shared situational awareness and targeting.
  • Counter measures against threats such as drones, lasers and electronic detection.

KWESST’s Non-Lethal Product

Low Energy Cartridge System (LEC)

The market for non-lethal products is a recurring multi-billion-dollar opportunity. Customers continue to seek better solutions as many legacy systems can be lethal, and frequently are unreliable. Thousands of fatalities have been recorded from existing cartridge-bases systems, including conducted energy devices such as Taser. Other legacy products that are “less” lethal typically fire from air guns, which are inherently unreliable as they are affected by ambient temperature and involve high maintenance including as a result of air seals and “O” rings drying out and bursting, causing catastrophic failures. Air-based systems also entail a long logistics tail of compressors, air tanks and spare parts.

The LEC systems solves these problems with the proven reliability of a cartridge-based system in a low-cost firing platform that fires only LEC cartridges. The firing platforms are offered in various patterns that replicate the look of a real firearm, or avoid the appearance of a firearm altogether, at the user’s choice. The proprietary LEC cartridge automatically stabilizes the projectile for accuracy and distance, with an energetic actuator that controls velocity and muzzle energy well below lethal levels, and with no need for gunpowder or conventional propellant. The system’s soft frangible projectiles come with various payloads, including colored marking agent, inert powder or a safe but powerful irritant powder that temporarily incapacitates subjects.

The table below shows why LEC is the best choice among current non-lethal weapons.

LEC is an inexpensive dedicated firing platform that fires only LEC cartridges. These are offered in various patterns that replicate the look of a real firearm, or avoid the appearance of a firearm altogether, at the user’s choice.

LEC’s soft frangible projectiles come with various payloads, including colored marking agents, inert powder, or a safe but powerful irritant powder that temporarily incapacitates subjects.

LEC has two provisional patents and is the world’s first cartridge-based non-lethal firing system. It is a breakthrough over existing air-based systems with a projectile of high fps velocity, which is considered lethal. LEC is made with a non-lethal low energy cartridge case that generates spin to a projectile reducing velocities and muzzle energy below the lethal threshold of 400 feet per second (fps). This is done with no need for gunpowder or conventional propellant.

Meanwhile, tasers and maces are for close encounters increasing the probability of disarmament by assailants. Tasers, carried by some 400,000 American patrol officers, are also given an effectiveness rating of only 57.1 percent by the Los Angeles Police Department.

KWESST’s non-lethal Low Energy Cartridge (LEC) product line will culminate with an official commercial launch at the 2022 SHOT Show® in Las Vegas, January 18 – 21.

The LEC system is the world’s first cartridge-based non-lethal firing system with universal application across four market segments that currently use a variety of dated “non-lethal” or “less-lethal” solutions. These segments are (i) public order and security (riots and control of dangerous subjects), (ii) military and law enforcement training (realistic force-on-force training), (iii) personal defence (home, car, boat, RV, camping, hiking), and (iv) high-action gaming.

KWESST is prioritizing the global self-defence and the public order and security markets, where there exist ready channel partners, including large e-marketplaces for tactical products and sophisticated social media campaigns, hence avoiding the expense and time to build out an internal sales force. These markets represent near-term opportunities with short selling cycles.

Modernized digitization of tactical forces for shared situational awareness and targeting

Tactical Awareness and Situational Control System “TASCS”

KWESST Micro Systems’ Tactical Awareness and Situational Control System (TASCS) is a software package that can be integrated or added on to small weapons systems commonly carried by soldiers to enable precise networked surveillance and targeting on a wide range of technical platforms. The technology has the potential to provide targets beyond traditional line-of-sight targeting systems, proving the potential for soldiers to identify targets they cannot see directly. KWESST Micro Systems’s TASCS software can be used as an add-on for drones and counter-drone original equipment manufacturers (OEMs) as well.

Using TASCS, operators have the capability to “mark” areas or persons of interest which can then be shared with other reconnaissance technology such as drones or scoping imagery to confirm the areas or persons of interest. In December of 2019, KWESST Micro Systems signed a development contract to incorporate TASCS into a networked soldier Heads Up Display (HUD) system.

The company completed the second of two phases in October 2020  for a US military customer, which showed that its TASCS IFM had better accuracy and quicker response times on indirect fire systems, including mortars, improving soldier survivability and operational effectiveness.

The company completed the second of three phases of its Tactical Awareness and Situational Control System (TASCS) and Integrated Fires Module (IFM) for a US military customer.  The product is an App and snap-on weapon adaptor that enables real-time streaming of situational awareness data of any kind from any source, including drones, direct to smart display devices and operational assets, for a common operating picture and networked engagement. This phase demonstrated that KWESST’s TASCS IFM had greater accuracy and faster response times on indirect fire systems like mortars, improving soldier survivability and operational effectiveness.

On the heels of this, KWESST was upgraded to “USA Partner” for SAMSUNG Electronics America, which will help the company deploy its SAMSUNG S20TE smartphone in its production version of the TASCS in addition to its IFM for networked targeting on soldiers’ weapons.

Counter measures against threats such as drones, lasers and electronic detection.

Drone Threat & Counter Solution – GreyGhostTM

KWESST Micro Systems’ patented drone threat and counter-drone solution DroneBullet ™ is capable of autonomously tracking and neutralizing an enemy drone from any detection source. The technology can be applied as an add-on to existing drone and counter-drone OEMs.

KWESST Micro Systems’ counter-drone technology DroneBullet is a kinetic and integrated counter-drone system capable of launching a miniature ground-to-air missile designed to intercept enemy drones or aerial vehicles.

Electronic decoy – PhantomTM

PhantomTM is an electronic battlefield decoy system to mask the electromagnetic signature of friendly forces with decoy signatures at false locations to deceive and confuse adversaries.

(INN to add text and pictures from Company’s investor presentation)

Thanks to a Notice of Allowance issued by the United States Patent and Trademark Office (USPTO) in October 2020 for the company’s patent application covering its PhantomTM electronic battlefield decoy, the company is one step closer to achieving its goal.

The platform addresses the needs required for miniaturized electronic decoys that soldiers or drones can deploy in contested areas of operation in order to prevent the opposition from locating NATO forces.

KWESST Micro Systems’ Company Highlights

  • Aiming to become a leading developer of software and equipment for military and security uses
  • KWESST announced the official commercial launch of its Low Energy Cartridge System (LEC) technology at the SHOT Show in Las Vegas in January 2022
  • KWESST qualified for up to $1.5M in project funding in support of the further development and productization of its TASCS IFM system, Phantom electronic decoy system and counter-drone system.
  • TASCS software package can be integrated into existing small weapons systems
  • Has completed the second of three phases for its TASCS and IFM for a US military customer
  • GreyGhost  technology is capable of identifying an enemy drone and sending a miniature surface-to-air missile in order to mitigate the threat
  • Received Notice of Allowance from the USPTO for its PhantomTM electronic battlefield decoy system
  • Upgraded to “USA Partner” with SAMSUNG Electronics America, which will allow the company to employ its SAMSUNG S20TE smartphone in its production version of the TASCS in addition to its IFM for networked targeting on soldiers’ weapons
  • Management team has a long track record of success, including experience in the global defense and security market

KWESST Micro Systems’ Management Team

Jeff MacLeod — Founder, President, CEO and Board Member

Former Canadian RCEME officer, served as System Engineer for three Major Army Crown Projects before moving to the private sector. Nineteen years experience as General Manager of Diemaco / Colt Canada. Expert in the Small Arms and Soldier Systems field as well as all aspects of manufacturing. Formed KWESST Micro Systems in 2017 to pursue opportunities in the networking and digitization of legacy and future weapons systems.

David Luxton — Executive Chairman

Serial entrepreneur in defence and security industry. Former Canadian infantry officer and senior official with the Canadian and British governments before leading the global build-out of successive defence and security companies. Founded Simunition, the world leader in simulated munitions for close-quarters’ combat training of military and police. Led the build-out of Allen Vanguard from $5M to $300M, where he remains Chairman. Former Executive Chairman of United Tactical Systems.

John McCoach — Director

John McCoach retired from full-time employment in 2016. At that time he was President, TSX Venture Exchange; a role he held for seven years. John is a director of the Capital Markets Authority Implementation Organization. CMAIO is tasked by The Government of Canada, six provinces and one territory to create a pan Canadian securities commission. He is also the Lead Director, Liberty Defense Holding Ltd. John was a director, and Interim CEO, of Nautilus Minerals Inc. John is also a director of the Royal Canadian Marine Search and Rescue.

Steven Archambault, CPA, CA — Chief Financial Officer

Mr. Archambault began his career as a CPA, CA with Ernst & Young LLP, followed by senior finance positions at AXIS Capital, a global insurer and reinsurer, and more recently had CFO roles with small cap public Canadian companies listed on the TSX-V and CSE in media broadcasting technology and health & wellness industries.

Paul Fortin — Director

Paul has held senior business development positions within two of Canada’s largest law firms – Gowlings WLG and more recently Borden Ladner Gervais LLP where he was responsible for the firm’s defence and security as well as international expansion strategies which encompassed Asia Pacific, United Kingdom, and the United States. His network includes exceptionally strong ties to the defence community and diplomatic defense attaché network, notably with the USA (Air Force, Army, Navy, USMC), Five Eyes, Korea, Ukraine, Israel, NATO, and Middle Eastern (Gulf States).

Paul Mangano — Director

Paul is a 34-year veteran of the high technology sector. He has an MBA in High Technology from Northeastern University and a BA in Economics from Harvard. In 2015, he established Surculus Advisors, a management consulting firm providing advice, leadership, to SME companies in the high-tech sector including aerospace and defence. Prior to forming Surculus Advisors, Paul was a Division President at L-3 Communications (NYSE: LLL). Paul worked as SVP, Business Development at VT Griffin, and President & COO of Proterion Corporation.

Elisabeth Preston — Director

Elisabeth Preston is Chief Legal Counsel for a top tier international defence company with widespread global operations. She is an international business and trade lawyer, with significant transactional experience in many jurisdictions. Her experience spans more than thirty years advising companies as an executive in areas relating to governance, cross-border marketing, strategic relationships, major commercial transactions and financings to fund growth.

Warren Downing — Director of Innovation

Fifteen years in the Royal Australian Air Force. Transitioned to an industry where he has built upon his military experience with 20 + years of Systems Engineering and Program Management with Defense and communications companies such as CAE Inc, Lockheed Martin, General Dynamics, DRS Technologies and Colt Canada.

Jeffrey M. Dunn — Senior Advisor

Mr. Dunn’s career includes being Chief Operating Officer for ARTEMIS, Inc., the Naval Service Lead for Rapid Prototyping at Booz Allen Hamilton, and Director Strategic Development at General Atomics Aeronautical Systems. He is the recipient of several medals and awards during a twenty-year career as a U.S. Marine AV-88 Harrier pilot and mission commander.

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Absolute Announces Pricing of US$60 Million Public Offering of Common Shares and Commencement of Trading of Common Shares on Nasdaq

In connection with its previously announced public offering of common shares in the United States and Canada (the "Offering"), Absolute Software Corporation ("Absolute"), a leader in Endpoint Resilience™ solutions, today announced that it has entered into an underwriting agreement with a syndicate of underwriters, comprising Needham & Company and Canaccord Genuity as joint book-running managers and Raymond James as passive book-running manager (collectively, the "Underwriters"). The Underwriters have agreed to purchase 5,454,546 common shares of Absolute ("Common Shares") at a price of US$11.00 per Common Share (C$14.48 per Common Share) for aggregate gross proceeds to Absolute of approximately US$60 million. Closing of the Offering is expected to occur on October 30, 2020, subject to the satisfaction of customary closing conditions. In addition, the Underwriters have been granted a 30-day over-allotment option to purchase up to an additional 818,181 Common Shares from Absolute.

The Offering is being made in Canada pursuant to a prospectus supplement (the "Supplement") to Absolute's short form base shelf prospectus dated August 27, 2020 (the "Base Prospectus") and in the United States pursuant to a registration statement on Form F-10, as it may be amended from time to time, containing the Supplement and Base Prospectus filed with the U.S. Securities and Exchange Commission (the "SEC") in accordance with the Multijurisdictional Disclosure System established between Canada and the United States.

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