Issues Open Letter Highlighting Urgent Need for Board Refreshment to Address Prolonged Value Destruction, Misalignment, and Entrenchment

Raises Serious Concern Regarding Board Oversight of CEO Search Process

Outlines Clear Path to Value Creation Through Restored Financial Discipline and a Comprehensive Review of Strategic Alternatives

BRIDGETOWN, Barbados, Feb. 4, 2026 /CNW/ -- OneMove Capital Ltd. ("OneMove"), an approximately 9.22% shareholder of Sylogist Ltd. (TSX: SYZ) ("Sylogist" or the "Company"), announced today that it has requisitioned a Special Meeting of Shareholders (the "Special Meeting") and nominated four highly-qualified, independent director candidates - Edward Smith, Tyler Proud, Rhonda Bassett-Spiers, and Mary Filippelli (together, the "Nominees") - for election to the Sylogist Board of Directors (the "Board"). OneMove has also proposed the removal of Barry Foster, J. Kim Fennell and Aziz Benmalek as directors. These actions are in response to prolonged value destruction, governance failures, and complete lack of accountability under the current Board.

OneMove also issued an open letter to Sylogist shareholders highlighting the urgent need for Board refreshment as Sylogist's share price trades at decade-lows and the Company undertakes a search for a new Chief Executive Officer. In its letter, OneMove outlined a focused, multi-tiered plan to drive value creation, including restructuring the Company's financial profile, reassessing its partner channel, diversifying growth drivers, and initiating a comprehensive review of strategic alternatives, including a potential sale of the Company or share buybacks.

The Special Meeting will allow shareholders to elect directors that they can trust, with the experience and independence required to partner with Interim CEO Craig O'Neill, oversee a credible CEO search, and execute a disciplined growth strategy.

The full text of the letter follows:

February 4, 2026

Fellow Sylogist Shareholders,

OneMove Capital is a significant and committed shareholder in Sylogist, owning approximately 9.22% of the outstanding common stock of the Company. As a long-term shareholder with extensive technology and SaaS expertise, we believe strongly in Sylogist's underlying assets, mission critical software, and long-standing customer relationships. For more than six months, we have engaged constructively with the Board to advocate for meaningful change. Despite these efforts, the Board has failed to accept responsibility for years of underperformance. Chairman Barry Foster's decision to step down in title only, while remaining on the Board and influencing succession, underscores the refusal to initiate genuine reform.

Why Change Is Required Now

We believe Sylogist's prolonged value destruction, with shares declining 67.6% under the current Board's oversight, reflects structural governance failures at the Board level, including:

• Severe misalignment with shareholders – the current Board collectively owns less than 1% of Sylogist shares on a personal basis;
• Entrenched governance practices – the implementation of a shareholder rights plan serves as a testament to the Board's allergy to accountability and meaningful Board refreshment;
• Reactive leadership – CEO change and Chair change announced only after sustained shareholder pressure.

Further, with the recently announced search for a permanent CEO in process, the need for change is more urgent than ever. Shareholders must be allowed to elect a board they can trust prior to any leadership change being made.

The Right Board Must Select the Right Leadership

We agree that Sylogist requires a new CEO. However, this process must be led by a Board that shareholders can trust. With Sylogist shares down 67.6% under the current Board's leadership, we have serious concerns about the Board's understanding of the business, the industry, and the challenges ahead.

We believe substantial Board refreshment is required before a permanent CEO is selected. Anything less risks perpetuating the same failed strategy and governance culture that shareholders have endured for the last 5+ years.

Accordingly, we have requisitioned a Special Meeting and nominated four independent, highly-qualified director candidates. At this meeting, which should be held without further delay, shareholders will have the opportunity to elect a reconstituted Board capable of overseeing a credible CEO search and executing a disciplined turnaround.

Shareholders Deserve Accountability and a Clear Plan

In the face of material value destruction under its leadership, the Board remains unqualified and misaligned with shareholder interests – owning less than 1% of Sylogist shares collectively. Further, the Board has failed to take any accountability for its failures, with Barry Foster agreeing to relinquish his role as Chairman only after significant shareholder pressure. On its own, this is a step that does not go nearly far enough. 

Shareholders deserve a Board that is qualified and focused on stewarding the Company in the shareholders' best interests. Our nominees are committed to a focused mandate that includes:

• Overseeing an immediate, credible search for a world-class CEO, which they will commence without delay;
• Restoring financial discipline through margin expansion and materially improved free cash flow generation, while maintaining peer-level growth;
• Reassessing the Company's partner channel to improve effectiveness and alignment;
• Driving sustainable growth through disciplined pricing actions, organic initiatives, and selective strategic acquisitions;
• Conducting a comprehensive strategic review to evaluate all value-maximizing alternatives; and
• Rebuilding investor confidence through clear accountability and disciplined execution.

We are confident our nominees possess the experience, independence, and alignment required to guide Sylogist into its next phase.

Our four highly-qualified, independent nominees are:

Rhonda Bassett-Spiers
Rhonda Bassett-Spiers is a transformational CEO & value-creation leader with more than 25 years of experience scaling enterprise software businesses and delivering high-return outcomes across the fintech, food tech and media sectors. She has a well-deserved reputation for revitalizing underperforming companies, building standout leadership teams and creating platforms that drive sustained growth and profitability. Ms. Bassett-Spiers has led multiple strategic exits ($400M–$1.25B) through bold strategy, operational discipline and product innovation – including category-defining solutions in AI, payments, and supply chain. She combines entrepreneurial drive with deep experience in private equity-backed environments, stakeholder alignment, and organizational transformation.

Mary Filippelli
Mary Filippelli (FCPA/FCA) is a corporate director and senior business advisor with extensive experience in financial services, risk, governance, and audit. She currently serves as a board member of Fidelity Investments Canada and is a member of its Audit Committee and Funds Oversight Committee. She also serves as a director and trustee across public, private, not for profit, and family entities.

Ms. Filippelli has previously served on the boards of Canadian Western Bank, where she chaired the Audit Committee, and Ontario Power Generation, where she served on multiple board committees. Ms. Filippelli served as Vice Chair and Managing Partner at Deloitte Canada, amongst other roles, responsible for the customer experience strategy. Prior to this role, she served on the Global Executive of Lloyds Banking Group as Group Audit Director based in London, England, and spent more than two decades with KPMG Canada in progressive roles, including as a senior Partner and National Financial Services Leader for Canada.

Ms. Filippelli is a Chartered Professional Accountant and a Fellow of the Chartered Professional Accountants of Ontario, and holds a Bachelor of Business Management.

Edward Smith
Edward Smith is currently Chair of the board of directors of Dye & Durham Limited, a global provider of software and technology solutions for legal, financial and business professionals, and Executive Chairman of SMTC Corporation, a global electronic manufacturing services corporation. He served as CEO of SMTC from 2017 to 2024, and led a major turnaround that grew revenue by more than fourfold and generated a 5X return for shareholders through the company's 2021 sale. From 2004 to 2016, Mr. Smith held several senior executive roles at Avnet Inc., a Fortune 500 technology distributor with multi-billion-dollar annual revenue. He was previously president and CEO of SMTEK International, Inc. from 2001 to 2004. Mr. Smith has served on the boards of SMTEK International, Inc., Aqua Metals Inc., Data I/O, Nelson Miller, Masters Electronics and the We Will Never Forget Foundation.

Tyler Proud
Tyler Proud is the CEO of OneMove Capital, a private investment firm with a long-term investment horizon and sector focus on software and technology, where he leads all investment decisions. Mr. Proud is a seasoned technology entrepreneur with extensive experience in vertical market software, bringing deep expertise through his prior roles as a Co-Founder, executive, and Chairman at Dye & Durham and Avesdo Technologies Inc., providing relevant strategic and operational perspective. Mr. Proud holds an MBA from the University of Toronto.

We look forward to engaging with you to introduce each of our nominees more fully in the coming weeks and months, and to leading a long overdue revival at Sylogist. 

Sincerely,
Tyler Proud
CEO, OneMove Capital

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

ASC Advisors
Taylor Ingraham / Steve Bruce
tingraham@ascadvisors.com / sbruce@ascadvisors.com  
203 992 1230

SOURCE OneMove Capital Ltd.