Caldwell Announces Spinoff of Software Business

TORONTO, ON / ACCESSWIRE / March 1, 2023 / Talent acquisition firm The Caldwell Partners International Inc. ("Caldwell" or the "Company") (TSX:CWL)(OTCQX:CWLPF) today announced the spin-off of its software business, IQRecruit from its IQTalent business segment. The action strengthens IQTalent's operational focus on managed services within search and talent strategy and positions both IQRecruit and IQTalent to pursue their respective growth plans.

IQRecruit is a talent search and candidate management platform engineered by Caldwell's IQTalent segment. The end-to-end platform combines the powers of AI, automation, and expert research techniques to deliver high quality candidates to companies. This innovative software provides recruiting and hiring teams with pools of relevant candidates quickly and efficiently, allowing recruiters more time to focus on the candidate experience.

"This spinoff represents a significant step forward for both IQRecruit and IQTalent," said David Windley, president of IQTalent. "It will give IQRecruit far more flexibility to secure the kind of financing and investments that will lead to the continued development of their software solution and future growth, and it will also provide the IQTalent team with more focus to better serve the needs of our customers by delivering world-class on-demand talent solutions."

IQTalent contributed its proprietary software and its dedicated product and development team into a newly formed entity, IQRecruit, Inc. IQTalent will own approximately 41.9% of the new entity and will remain a user and marquis client of the IQRecruit platform. An insider of Caldwell, Mr. David Windley, invested an aggregate of US$250,000 into IQRecruit, Inc. in exchange for 8.7% of the shares of IQRecruit, Inc.

"IQRecruit has been an immensely successful platform for us, and IQTalent will remain a dedicated client," said John Wallace, chief executive officer of Caldwell. "The 2020 acquisition of IQTalent represented a transformational event for Caldwell, and the beginning of our evolution into a technology-focused recruitment model for the benefit of our clients. The spinoff of IQRecruit is the next step in this journey, and we're confident that IQRecruit will be well-positioned to drive innovation, growth, and client satisfaction, which will create long-term value for Caldwell's shareholders."

Mr. Windley's purchase of an aggregate of 8.7% of the shares of IQRecruit, Inc. represents a related-party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). This related-party transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the subject matter of the transaction, nor the consideration, exceed 25% of Caldwell's market capitalization.

About Caldwell Partners
Caldwell Partners is a technology-powered talent acquisition firm specializing in recruitment at all levels. Through two distinct brands - Caldwell and IQTalent - the firm leverages the latest innovations in AI to offer an integrated spectrum of services delivered by teams with deep knowledge in their respective areas. Services include candidate research and sourcing through to full recruitment at the professional, executive and board levels, as well as a suite of talent strategy and assessment tools that can help clients hire the right people, then manage and inspire them to achieve maximum business results.

Caldwell Partners' common shares are listed on The Toronto Stock Exchange (TSX: CWL) and trade on the OTCQX Market (OTCQX: CWLPF). Please visit our website at www.caldwell.com for further information.

Forward-Looking Statements
Forward-looking statements in this document are based on current expectations that are subject to the significant risks and uncertainties cited. These forward-looking statements generally can be identified by use of statements that include phrases such as "believe," "expect," "anticipate," "intend," "plan," "foresee," "may," "will," "likely," "estimates," "potential," "continue" or other similar words or phrases. Similarly, statements that describe our objectives, plans or goals also are forward-looking statements. The Company is subject to many factors that could cause our actual results to differ materially from those contemplated by the relevant forward looking statement including, but not limited to, software that we license from third parties, our ability to successfully recover from a disaster or other business continuity issues, successfully integrating or realizing the expected benefits from our acquisitions, adverse operating issues from acquired businesses, our ability to attract and retain key personnel; exposure to our partners taking our clients with them to another firm; the performance of the US, Canadian and international economies, including the impact of pandemic diseases; competition from other companies directly or indirectly engaged in executive search; liability risk in the services we perform; potential legal liability from clients, employees and candidates for employment; cybersecurity requirements, vulnerabilities, threats and attacks; damage to our brand reputation; our ability to align our cost structure to changes in our revenue; adverse governmental and tax law rulings; our ability to generate sufficient cash flow from operations to support our growth and fund any dividends; technological advances may significantly disrupt the labour market and weaken demand for human capital at a rapid rate; foreign currency exchange rate fluctuations; affiliation agreements may fail to renew or affiliates may be acquired; marketable securities valuation fluctuations; increasing dependence on third parties for the execution of critical functions; volatility of the market price and volume of our common shares; potential impairment of our acquired goodwill and intangible assets; and disruption as a result of actions of certain stockholders or potential acquirers of the Company. For more information on the factors that could affect the outcome of forward-looking statements, refer to the "Risk Factors" section of our Annual Information Form and other public filings (copies of which may be obtained at www.sedar.com). These factors should be considered carefully, and the reader should not place undue reliance on forward-looking statements. Although any forward-looking statements are based on what management currently believes to be reasonable assumptions, we cannot assure readers that actual results, performance or achievements will be consistent with these forward-looking statements, and management's assumptions may prove to be incorrect. Except as required by Canadian securities laws, we do not undertake to update any forward-looking statements, whether written or oral, that may be made from time to time by us or on our behalf; such statements speak only as of the date made. The forward-looking statements included herein are expressly qualified in their entirety by this cautionary language.

For further information, please contact:
Investors:
Chris Beck, President and Chief Financial Officer
cbeck@caldwell.com
+1 (617) 934-1843

Media:
Caroline Lomot, Director of Marketing
clomot@caldwell.com
+1 (516) 830-3535

SOURCE: Caldwell Partners International, Inc.