| Urges Sylogist Shareholders to Replace Entrenched, Underperforming Directors that Have Presided Over Severe Capital Erosion at April 7 Special Meeting of Shareholders Highlights Track Record of Inadequate and Reactive Changes by a Board that Cannot be Trusted to Select New CEO or Lead a Turnaround Calls on Sylogist Board to Implement Meaningful Change to Avoid a Costly and Distracting Proxy Fight BRIDGETOWN, Barbados, Feb. 19, 2026 /CNW/ -- OneMove Capital Ltd. ("OneMove"), an approximately 9.22% shareholder of Sylogist Ltd. (TSX: SYZ) ("Sylogist" or the "Company"), today reiterated the urgent need for change on the Sylogist Board to address years of severe value destruction resulting from what it believes are structural governance failures and responded to misleading statements about OneMove by the Company. In OneMove's view, Sylogist's pattern of incremental, reactive change to the Board and management team has failed to address the deeper governance issues that have contributed to years of sustained underperformance. OneMove is pleased that shareholders will have the opportunity on April 7 to elect a board they can trust to identify and recruit a world-class Chief Executive Officer to replace Interim CEO Craig O'Neill and lead a long-overdue turnaround at the Company. Shareholders Deserve More Than Cosmetic Change
OneMove is fully aligned with the 35% of shareholders who support Sylogist's opposition to the requisition for a Special Meeting. It would have strongly preferred to not need to requisition a meeting, and has provided the Board numerous opportunities to implement meaningful change for the benefit of all shareholders. However, the Board has outright rejected any realistic path to a settlement. After five months of engagement and a formal requisition of a special meeting, the Board waited until the end of last week to even contemplate meeting OneMove's highly-qualified nominees – and has still not met with any of them. A Board that is serious about fixing Sylogist's deep-rooted problems would be urgently evaluating all credible options and candidates, not slow-walking discussions to protect its own seats. OneMove remains open to constructive engagement with Sylogist and urges the Board to come to the table to reach a reasonable settlement that avoids a costly and distracting proxy fight. OneMove has been clear that any resolution must include Barry Foster stepping down as a director as a necessary step toward restoring credibility and allowing the Company to move forward. Shareholders Deserve Directors Who are Aligned with Their Interests
OneMove agrees that no single shareholder should exert control over Sylogist. However, it is difficult to reconcile that principle with the fact that PenderFund's nominee, Errol Olsen, who is directly affiliated with PenderFund through Pender Software Holdings, now serves as Chair of the Board. The stock has declined by approximately 48% since Mr. Olsen joined the Board in 2023. In OneMove's view, restoring confidence requires a Board led by independent directors with appropriate checks and balances, not one where Board leadership is distorted by nominee agreements amid prolonged underperformance. OneMove is confused by the Board's allegations of value destruction. OneMove's only other public shareholder engagement was its recent and successful intervention at Dye & Durham after Engine Capital - which PenderFund supported - allowed performance to deteriorate. OneMove intervened quickly and worked constructively with other shareholders to help stabilize the Company, and transformation initiatives are now underway. At Sylogist, shareholders are in year three of PenderFund's so-called "transformation," yet the Company's profitability and share price trajectory continue to worsen. Shareholders have Lost Faith in the Sylogist Board
Shareholders have reacted consistently and decisively to incremental changes by the Company over the past year, which has been clearly reflected in Sylogist's share price. Beginning with Kim Farrell's appointment in February, 2025, Sylogist's stock has fallen dramatically following announcements regarding Company governance, signaling that shareholders have lost faith in the Board's ability to manage a turnaround. In the continued absence of genuine receptivity by the Board to implement the change needed at Sylogist, OneMove looks forward to shareholders having the opportunity to elect its four highly-qualified nominees at the special meeting of shareholders to be held on April 7, and to providing additional detail about its focused plan to create shareholder value in the coming weeks. About OneMove Capital Ltd.
OneMove Capital Ltd. is a private investment firm focused on unlocking value in technology-enabled businesses through disciplined governance, strategic oversight, and long-term shareholder alignment. Information in Support of Public Broadcast Exemption under Canadian Law
The information contained in this press release does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable corporate and securities laws. Shareholders of the Company are not being asked at this time to execute a proxy in favour of OneMove's director nominees or in respect of any other matter to be acted upon at the Special Meeting. In connection with the Special Meeting, OneMove intends to file a dissident information circular in due course in compliance with applicable corporate and securities laws. Notwithstanding the foregoing, OneMove has voluntarily provided in, or incorporated by reference into, this press release the disclosure required under section 9.2(4) of NI 51-102 – Continuous Disclosure Obligations ("NI 51-102") and has filed a document (the "Document") containing disclosure prescribed by applicable corporate law and disclosure required under section 9.2(6) of NI 51-102 in respect of OneMove's director nominees, in accordance with corporate and securities laws applicable to public broadcast solicitations. The Document is hereby incorporated by reference into this press release and is available under the Company's profile on SEDAR+ at www.sedarplus.ca. The registered office of the Company is 5290 1A Street S.W., Calgary, Alberta, T2S 1R8. The costs incurred in the preparation and mailing of any circular or proxy solicitation by OneMove and any other participants named herein will be borne directly and indirectly by OneMove. However, to the extent permitted under applicable law, OneMove intends to seek reimbursement from the Company of all expenses incurred in connection with the solicitation of proxies for the election of OneMove's nominees at the Special Meeting. This press release and any solicitation made by OneMove is, or will be, as applicable, made by OneMove, and not by or on behalf of the management of the Company. Proxies may be solicited by proxy circular, mail, telephone, email or other electronic means, as well as by newspaper or other media advertising and in person by managers, directors, officers and employees of OneMove who will not be specifically remunerated therefor. In addition, OneMove may solicit proxies by way of public broadcast, including press release, speech or publication and any other manner permitted under applicable Canadian laws, and may engage the services of one or more agents and authorize other persons to assist it in soliciting proxies on their behalf. Disclaimer for Forward-Looking Information
Statements contained herein that are not historical facts constitute "forward-looking statements" and "forward-looking information" (together, "forward-looking statements") within the meaning of applicable securities laws that reflect OneMove's current expectations, assumptions, and estimates of future events, performance and economic conditions. Such forward-looking statements rely on the safe harbor provisions of applicable securities laws. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements and there can be no assurance that the Company's securities will trade at the prices that may be implied herein, and there can be no assurance that any opinion or assumption herein is, or will be proven, correct. Words and phrases such as "anticipate," "believe," "create," "drive," "expect," "forecast," "future," "growth," "intend," "hope," "opportunity," "plan," "confident," "restore," "reduce," "potential," "proposal," "unlock," "upside," "will," "would," and similar words and phrases are intended to identify forward-looking statements. These forward-looking statements may include, but are not limited to, statements concerning: the anticipated financial and operating performance of the Company; the Company's growth, cash flow, and operating margins; the conduct and outcome of any strategic review; the outcome of the CEO search; the outcome of the Special Meeting; and the Company's go-forward strategy. Such forward-looking statements are not guarantees of future performance or actual results, and readers should not place undue reliance on any forward-looking statement as actual results may differ materially and adversely from forward-looking statements. All forward-looking statements contained herein are made only as of the date hereof, and OneMove disclaims any intention or obligation to update or revise any such forward-looking statements to reflect events or circumstances that subsequently occur, or of which OneMove hereafter becomes aware, except as required by applicable law. Media Contacts Taylor Ingraham / Steve Bruce
ASC Advisors
Tingraham@ascadvisors.com / Sbruce@ascadvisors.com
(203) 992-1230 SOURCE OneMove Capital Ltd. | |
