Well good evening, everyone and thanks for joining us on this call for our discussion about our Q1 fiscal 2022 results call. So, we will review the results that we filed earlier this evening in a few minutes.

But first, I want to take a bit of time to update you on MDF Commerce activities, more specifically, the acquisition of Periscope Holdings that we just announced a few minutes ago, and that we have all been waiting for. So, MDF is the developer and operator of digital commerce platforms.

Once we complete this acquisition of Periscope, our various platforms will transact and facilitate billions of dollars a year of digital commerce transactions between B2B and B2G for well over one million end user companies mostly in North America. So, if we turn to the Page 5 of our presentation.

Today, we announced this transformational acquisition of Periscope that advances our strategy of becoming a leading player in the B2B and B2G markets with one highly strategic acquisition. The purchase price of US$207.3 million is a compelling valuation, considering the scale and capabilities that we will gain, and positions MDF Commerce to achieve near-term profitable growth and generate significant value for our shareholders.

Periscope is an impressive organization that has been on our radar for quite some time now. Periscope brings with it an impressive track record of growth and a strong team of industry professionals that combined with MDF Commerce's leadership and existing platform is well-positioned to capitalize on significant public sector procurement opportunities.

Moving to Slide 6, we present the key highlights of this transaction. The acquisition of Periscope is highly strategic for MDF Commerce, as it positions us as a leading, public eProcurement provider, creating many opportunities.

First, it broadens our offerings through a fully-integrated procurement end-to-end solution, coupled with an innovative, self-funded transactional solution. Second, it builds on our U.S.

market presence, immediately enhancing our scale and adding a strong well-connected team that will enable us to efficiently serve the full spectrum of government agencies across North America. Third, it allows us to leverage Periscope's innovative transactions fee solutions, which is expected to drive predictable and scalable revenues at attractive economics.

Fourth, we expect this acquisition to be highly synergistic, both on the revenue and on the cost front. And lastly, Periscope enhances MDF Commerce financial profile both in terms of scale and growth.

This acquisition is highly strategic and it reinforces our relentless focus on value creation for our shareholders. And I know we have been waiting a long time to get.

So turning to Page 7. Here are the underlying themes that you find really attractive about the space in which Periscope operate, and right now is a right time to complete this transformational acquisition.

Number one, existing trends to modernize legacy government procurement systems were highlighted and accelerated the pandemic. Number two, many governments have ramped up spending campaign in an effort to stimulate the economy.

Number three, government agencies are increasingly looking for a consumer like shopping experience to acquire the various goods and services that they need. This Monday, The U.S.

Senate just approved Biden's US$1.2 trillion infrastructure bill. We believe that this will be fueling a large increase in public spending, that will mostly have to go through these types of platforms that we have.

This being said, existing procurement solutions are not purpose to built to meet the needs of government and agencies. Most of them are fragmented.

They lack functionality and they rely on legacy technology. Periscope, that is joining us today has over 20-years of experience in this space and offers a solution that was specifically built for the public sectors evolving needs.

Our combined platform is well positioned to capture significant market share, especially from a government procurement spend perspective. Now let's go to Page 8, which provides an overview of Periscope's underlying business and why if we believe that it is so complimentary to our us.

Periscope boasts a large network of government agencies and suppliers across the U.S. with little to no overlap with our own network.

Periscope offers a fully integrated end-to-end procurement solution with a modular architecture that is highly configurable to clients specific needs, adding to MDF Commerce has existing strategic sourcing capabilities. Periscope services larger government agency, whereas MDF Commerce primarily caters to the middle market, the smaller government agency.

They recently rolled out a very innovative transaction fee solution which accomplishes several things. It allows customers to utilize our eProcurement solution at no out of pocket costs and transform MDF Commerce from a vendor to a revenue generating partner for these governments and agencies, thus saving taxpayers money.

Once adopted at the state level, it opens up in B2G marketplace a business with government marketplace on which smaller agencies can piggyback on existing supplier agreements. It generates predictable revenues that scale with government procurement spending, rather than only relying on annual efficiencies under a tax solution.

Page 9 provides some insight into their recent performance of Periscope with everything I just described. I've mentioned earlier the business gained significant momentum in the first half of 2021 with a significant uptick in client on-boarding and pipeline expansion with the transaction fee solutions being a notable driver behind this recent growth.

Based on recent discussions with government agencies and suppliers, and given the great visibility we have on pipeline developments for 2021, we are confident this positive momentum will continue. We ourselves have seen significant growth in our U.S.

based strategic sourcing over the last few quarters and we will show you some numbers and our Q1 results later. So, Page 10 is a high level transaction summary.

The purchase price for Periscope is 207.25 million, including 200.8 of cash paid at closing and 3.3 million in rollover shares and a 3.3 million retention bonus for employees of Periscope. The purchase price represents a multiple of 4.6 times Periscopes calendar year 2021 revenue, including revenue synergies of 15 million well below the 13x current average forward multiple for publicly listed procurement software supplier.

Financing is composed of C$92 million of cash from our balance sheet, C$92 million. C$50 million of available liquidity from our amended and upside credit facility, 53 million private placement coming from [indiscernible] who our current two largest investors and will remain our two largest investors.

C$68 million bout deals public offering underwritten by Scotia Capital, and finally four million in rollover shares as well as the creation of a four million retention bonus for the Periscope folks. Existing cornerstone investors, FSEQ and IQ accounts for nearly half of the equity proceeds, which we believe demonstrates the confidence that they have in us pursuing this transformational acquisition.

The acquisition is expected to contribute positive cash flow on a per share basis, further highlighting the value it creates for our shareholders. As previously mentioned, the transaction is highly synergistic, and we expect that C$15 million in revenues synergies and C$5 million in cost synergies within three years.

Subject to regulatory approvals, this transaction is expected to close in Q2 of fiscal 2022, which is September 30th in our case. Page 11 lists the key pillar underpinning the strategic rationale, which we will cover in more details over the next few pages.

The key takeaway here is that the acquisition of Periscope transformed MDF Commerce into a leading North American eProcurement. Page 12, illustrates the markets leading metrics of the combined company.

As you can see, we will have absolutely established presence in both Canada and in the U.S. with a prominent network of over 6,000 government agencies and states and provinces and approximately a half of million active suppliers.

We believe our combined network will build on the positive momentum, as it provides scale and reinforces our leading position in the North American eProcurement market. Page 13 provides a high-level comparison of MDF Commerce and Periscope and really demonstrates how complementary those two businesses are.

As you can see, the acquisition broadened MDF's public sector offering into a fully integrated solution with modular capabilities, allowing us to service all types of government agencies and therefore expand our total addressable market over 100,000 government agencies across North America. Customers will be able to pick up the best of breed solution.

I'm sorry. Customers will be able to pick the best of breed solutions to meet their specific needs.

Whether there are large states at small township and urban school districts, while maintaining total flexibility. We will be giving government officials consumer like ability to transact online.

Turning to Page 14. Periscope currently offers both SaaS and transaction fee solutions.

Under a transaction fee solutions, state governments can self fund their eProcurement system as they share transaction fees paid by suppliers, rather than pay an annual staff subscription fee. Therefore, state customers become revenue generating partners, creating incentives for them to onboard local government agencies to the statewide B2G marketplace an increase statewide transactions fee - spend.

Periscope is the first public eProcurement provider to successfully implement a transaction fee solution at the U.S. state level providing us with a valuable first mover advantage.

This innovative solution generates highly predictable and scalable revenue with attractive economics and is a key driver behind Periscope growth. On Page 15, we highlight some of the key drivers of both revenue and cost synergies.

As indicated previously, we expect this transaction to be highly synergistic, with C$15 million of annual revenue synergies and C$5 million of annual cost synergies realized within next three years. First, the revenue synergies resulting from the combinations are primarily driven by the introduction of Periscope, ePro and marketplace solution to MDF Commerce's network.

We intend to leverage each other's customer base, as well as key government relationships to sell ePro to additional U.S. states and Canadian provinces, and federal governments.

We also expect to offer Periscope’s marketplace solution to our existing network of over 3,500 government agencies and over 300,000 active suppliers. Think about this.

It is almost like an Amazon Marketplace but for governments. Integrating the whole network together we will offer more value to suppliers and broader access to government contracts, thus enabling additional revenue.

Second, cost synergies are expected to be primarily driven by workforce related initiatives, alleviating the need to hire additional talent for sales, product development and other key functions. And we all know that talent right now is very rare and difficult to get.

Second, efficiencies gained through the harmonization of content aggregation systems and processes. And third product integration eliminating reliance on third-parties.

I will now pass it over to Deborah, our CFO to discuss the compelling combined Company's financial profile on Page 16.

The combined company exhibits a strong combined financial profile. Periscope increases our scale and enhances our growth significantly.

MDF Commerce revenues for fiscal 2021 were 84.7 million increasing 36.6% to create a combined revenue of C$115 million. Year-over-year growth increases from 13% to 18% for the last six months of June 2021.

MDF Commerce percentage of recurring revenue increases from our consolidated 76% to 80%. Combined adjusted EBITDA increases by 44% from 5.7 million to 8.3 million and this is on the historical numbers.

Strategic sourcing and unified commerce will now account for 87% of the combined revenues, emphasizing our focus on core platforms and delivering our vision to enable the flow of e-commerce for business and government.

Well thanks, Deborah. As you can see, we are extremely excited by this transactions and the number of things occurred as Deborah mentioned are historical and they don't take into consideration, the growth that we showed both on previous slides both on the Periscope side and particularly on the strategic sourcing portion of MDF standalone in the U.S.

So now moving to Slide 17. As mentioned earlier our stat sourcing and unified commerce platforms will now make up approximately 87% of combined revenues.

We are getting closer and closer to that one brand one company vision that we laid out about a year and a half ago. That being said, we are still trading at a significant discount to public comparable companies, either in procurement software or in digital commerce.

Now this before concluding the last slide on the Periscope presentation, I will ask Deborah to give us a brief overview of our Q1 fiscal 2021 results which are in-line with what we were expecting.

Thanks, Luc. So while we have an exciting transaction and we are very excited about it, we are also proud of our Q1 results.

So, we would like to go through those. So, let's talk about the highlights of Q1 fiscal 2022.

So revenue for the quarter was 22.6 million, and that compares to 20.5 million in the first quarter of the prior year, representing 10% growth. During the quarter, we are also reporting for the first time constant currency basis revenue, which increased 2.5 million or 12.5% compared to the first quarter of 2021.

For the first quarter of 2021, U.S. denominated revenue totaled 45% of total revenue.

And therefore we believe that, the constant currency, a non-IFRS financial measure is useful to compare the corporation's performance on a constant currency basis. And you can refer to our Q1 press release or the MD&A for more information on that.

So turning to our two growth platforms. Revenues from our strategic sourcing platform for Q1 were 8.9 million, representing a 14.8 increase compared to the 7.7 of the first quarter of 2021.

Our U.S-based strategic sourcing revenue grew 32.3 year over year, including the acquisition of Vendor Registry, which we completed in November of 2021. Unified commerce had a solid growth with revenues from our Unified Commerce platform, which as you will probably recall includes e-commerce and supply chain collaboration totaled 9.9 million, compared to 9.1 million for Q1 of the previous year, representing an 8.7% increase.

Focusing on our e-commerce solution, which consists of Orchestra and k-e-commerce. The Q1 revenue grew by 15.3% to 6.7 million, compared to 5.8 million for Q1 of the previous year.

Revenues from the supply chain collaboration in Q1 was stable at 3.2 million, compared to 3.3 million in fiscal 2021. In Q1 of prior year, total revenues was more positively impacted by volume based increases due to the spike in online commerce, which started at the beginning of the pandemic, and for certain walk signs at the beginning, more specifically in e-grocery.

With the confinements happening in certain countries during this period we have seen as a new rival of summer, we have seen a slower amount of transaction volume on some platforms, which we believe will be temporary overtime. Revenue from e-marketplaces platform was 3.8 million or 2.8% increase as compared to the 3.7 that we recorded in the same quarter of fiscal 2021.

Recurring revenue for the quarter, it was 16.4 million a 72.5 of total revenues, compared to 15.8 and 77 of total revenues in the first quarter of the prior year. Recurring revenue for the quarter was 90% of total revenue for strategic sourcing, and this is stable on a sequential basis, and just down slightly from 94 of last year.

Recurring revenue for unified commerce was 67%, stable from 59% in the prior year. Turning now to margins, operating expenses and profitability, Q1 gross margin was 58.6 compared to 68% reported in Q1 of the prior year.

As mentioned earlier, the change in gross margin is associated with service mix between rate of revenues and professional services. And to the lower margin professional services revenue recognized on large deployments, especially in e-commerce.

We anticipate that gross margins will remain compressed temporarily until the ongoing deployments in e-commerce are delivered. We believe that the foundational investments we are making now will contribute to future improvement in gross margins.

Total operating expenses for Q1 were 17.5 million compared to 14.7 in Q1 of the previous year. The key contributors to the increase are generally inexpensive, about one million during the quarter, sales and marketing of about one million and increased costs due to the investments in scaling for headcount in higher salary costs to attract and retain employees in a time of a scarce tech talent and hire professional services fee.

Net loss was 4.3 million or $0.15 per share basic and diluted compared to a net loss of 1.2 or $0.08 basic and diluted in the previous Q1. Total adjusted EBITDA loss for the quarter was 1.1 million compared to the adjusted EBITDA of 2.1 million reported in Q1 of 2021.

Adjusted EBITDA declined year-over-year, due to increased foundational investments in operations, sales and marketing, R&D and professional services to accelerate sales growth and to support large deployment contracts. As deployments accelerate over the coming quarters, professional service expenses are expected to remain elevated, and the company expects to continue to make foundational investments to improve scalability as the corporation grows.

Tech talent remains a challenge and we have implemented multiple strategies to address this, including market competitive salary increases, which began in Q1 to improve retention. We have new recruiting campaigns, established a development center in Ukraine to provide additional workforce and this is going well.

Our operational and infrastructure investments are focused on improving scalability and improving gross margin. As we move forward, our challenge will be to strike the right balance between the investments and their impact on margin while staying in the race to capitalize on the opportunity brought on by this market acceleration.

We believe that the investments in people and foundational infrastructure will help to capture the opportunities presented to us by this accelerated market and especially around the adoption of commerce of commerce, e-commerce and strategic sourcing solutions. And we convert these opportunities into future cash flows that offer compelling value to shareholders.

On June 30th, the company had 110 million in cash on its balance sheet with net cash inflows. And now what we are going to do with that money.

And with, I turn you back to Luc.

Well thanks, Deborah. Just although I know all this, but listening to you, I'm out of breath, thinking about everything we did.

And I would like to emphasize that, obviously our growth platforms are really e-commerce and strategic sourcing. So, be careful when you look at the overall, we still have some businesses that are fast growing.

So the average unfortunately, is maybe not fully comparable to some of our peers. But, when you look at what is really doing well.

We are in the right spot. So to wrap up this presentation, I would like to call your attention back to Slide 18, which is titled expecting value creation for all stakeholders.

I would like to emphasize that, this is a transformational acquisition. It is beneficial for our shareholders as well as for our broader stakeholders, mainly our customers and employees.

First, the strategic acquisition of Periscope creates significant value for shareholders, now positioning MDF Commerce, as a leading eProcurement player. We are extremely excited about this transaction and the opportunities that it creates for us.

I would like to thank all of the shareholders for your consumers support. Second, the acquisition broadens our product offering, allowing us to meet our customers evolving opportunity.

Thank you to all our customers and our partners for your continued trust. And I would like to insist here that when we say that, our mission is enabling the flow of commerce digitally, that is exactly what we are doing between B2B, B2G and certain customers through various retailer websites.

Third, this combination creates a new environment for all of our employees, providing them with new opportunities to develop and grow within a stronger organization. To the Periscope team, who will be joining us, I want to extend a very warm welcome on behalf of the entire MDF Commerce team.

We look forward to welcoming you into the MDF Commerce family. Your organization has had an amazing 20-year history and it shares our core values and drives for excellent.

We recognize Austin where the Periscope head office is located, is a vibrant city where top tech talent and top universities are present, which will make us an even more attractive employer overall. To our people, thank you for all that hard work over these many months and years.

We all know with transactions of this nature that real work is only beginning. Without you, these opportunities would not be possible.

Together, we are building a leading customer-focused platform in e-commerce and public procurement, delivering on our vision to enable the flow of commerce for businesses and governments worldwide. And with that, I would like to hand over the call to the operator to open the line for questions.

Thank you, all.

Yes. Good afternoon, and congrats on the transformative deal.

I guess my first question is obviously some impressive growth that this acquisition is bringing when you look at 2020 versus 2021. So, Luc can you just talk about the history.

Maybe give us a sense of the historical CAGR growth, maybe a five-year growth rate? So, that would be helpful.

Thanks for that question, Nick. I'm looking out here to Deborah, because I don't know that I have an answer for the five-year growth.

What we do know is that, and I think we have a slide on that is that on the H1, for this year, the growth was approximately 30%, 30 some percent and we anticipate that for the full-year, the growth will approach 50% with the existing state contracts, particularly on that transactional model that I described. We will be looking for a little bit of an older growth CAGR, but I don't have that off the top of my head right now.

Okay, yes, if we had it, so you could either call it out or send me an email that would be great. Secondly, just tried to understand, obviously, some revenue synergies, I think you say $15 million.

And if I understood the remarkable paid 4.6 times that includes the 15 million synergy, just to clarify?

Yes, it does.

Yes. Okay.

So my question is, is there anything that just to kind of wrap my head around the synergy gains, obviously cross selling, they are more larger focus, you are more smaller market focus. Is there anything off their platform that you see, you value add and you can turn around and offer to your clients, and vice versa?

In other words, anything that, that either party was doing that may be offered a little bit of competitive advantage, or a value proposition that you don't currently have?

Well, totally right. If you, if you look at the slide on products, their April model their marketplace for governments is something that we will turn around immediately, and start to offer to our current 3,500 governments and agencies, both in the U.S.

and in Canada. As we said, this is a first mover advantage.

And it is quite transformational for governments, as it turns something that is a cost into a revenue generating. So, that is one aspect where we are already thinking about where to go and how to market that piece of product.

Second, and you have heard me say this when we did the Vendor Registry acquisition about six months ago or seven months ago. It now combined, two supplier networks, in which there is about a million suppliers, and about a half a million of those have been active in the last 12-months.

That is an incredible large network of suppliers that CAGR is now 6,000 government and agencies and that is going to continue to grow. And as I mentioned during the Vendor Registry, we are very good at turning these non-active customers into active customers that starts to pay us a royalty to use the platform.

And we are also very good at increasing the value that we bring to these suppliers, because we suddenly basically doubled the number of opportunities that they are exposed to and we think that that is going to continue to grow and not only can they simply be exposed to simple, basic RFPs, we can put them in the marketplace so they can transact with governments as easily as you buy anything on Amazon. So clearly, there is an obvious amount of synergies in between, and we put it at 15 million obviously because we were still in the first few phases of doing that.

And as you know, we are announcing and sign the transaction today, but the close is expected in another few weeks. So there is a limited amount of work that we can do on how we will put this together.

But the teams are ready on both sides to really make this an extremely compelling digital procurement platform, which we got the intent of not only taking to North America, but worldwide.

Okay. But is there any product features sets that they are bringing to the table that you currently don't have or vice versa?

Yes. The ePro, if we could take you, I don't know if you can flip through the slides that we showed.

But, I don't remember the number of it, but if you go to slides on product, everything about each probably marketplaces a piece that they have and we don't. On our gates, we don't have technologies that they don't have because we were competitors on the basic and that would be on Slide 13, right there.

You see that strep sourcing, supplier relationships and contract life cycle management is something we both have. But they bring a requisition, purchase order management, invoice receipt, processing, payment management, marketplaces.

So, we are buying those a set up products and platforms that we don't yet have, towards a network of customers and revenue and profitability.

And then this transaction takes us into the entire eProcurement wheels. So, that if we illustrated in that wheel, from everything from beginning to when the cash flows out.

So it is really a full process.

Okay. Now, when I look at the - pay 4.6 times, as you know, there was a transaction out in Europe that was done at a similar level as well.

And I'm just wondering, was this particular transaction is there any competition, in getting this deal done?

Yes, totally. And unfortunately the Periscope is owned by a private equity in the Parthenon Capital.

And, hey, we have been in discussion with the company for quite some time, but, they follow a very stringent, competitive process to obviously we don't have the full details of who was there. But we certainly know, or we can guess of certain parties and based on how it was handled and the various discussions and the time that it took and everything else, I don't know how many parties, but it was a significant number.

This is a company that is highly sought after. And when you think about the bills, the U.S.

Senate that approved the Biden Bill, this is extremely timely right now.

Okay.

I'm sorry. The transaction model is really based on, on government spends.

So as not only the eProcurement is becoming trendy governments are digitalizing, etcetera. Right It also at a time where government infrastructure spend is going to drive up some of those volumes into areas where, we will really see a strategic side of growth, positive momentum, there is a strong pipeline and there is a lot of upside potential.

But we are not limited by just that fast revenue anymore. But rather, transaction fees are based on government spending.

So, a really interesting model here.

And my last question, just maybe shifting gears to discuss I think during the course of a pandemic in the UK, you guys called out a slowing of implementation because of COVID. Now, we are clearly seeing the UK is reopening the economy.

And what have you, how is the implementation, are you guys starting to see that acceleration, as far as getting into the target every 1,000 stores, and any update on the timeline for getting that completed? I will leave it there.

So, all these progressing well, we are now just below about 300 stores, we keep adding a couple every week. And certainly the client is very happy that the platform and we are deploying, albeit not at the speed at which we thought we would initially.

And again, that is really based on a whole bunch of logistics issues on mostly on their funds on the physical side. So, we are ready to deploy anytime they tell us to go ahead.

So, we are fully active on the - front. And everything is going as planned.

The volume that Deborah mentioned, of orders, did reduce as compared to the early days of the pandemic, right, let's be honest, so but we are still at a bit more than double and a half the volumes that we saw pre-pandemic, and that is pretty much across the board in all of our various e-commerce properties. So, that is still going well.

But there is something that I would like to mention is that we now are at the point where we have an incredible pipeline of very large grocers worldwide, that we have, we are engaged in active discussions, demonstrations, pricing, etcetera. And we think that we are really in a good position to capture some other very significant market share in that space.

So, as things are going slower than we expected initially. And I think that caught everybody by surprise, but the talent crunch did not help.

We are now I think through that. In e-commerce, particularly we hired about 60 people since the beginning of the year.

The Ukraine center seems to be working well. So, we are back to a pace of delivery that is what we needs to have.

But on the customer side, they have the similar issues, right, they too are grasping for technology. And that seems to be on a worldwide scale right now.

So, we are adjusting to that. But if you look at the growth rates that we are having in e-commerce, we are still in the 15% range, which is quite good, because don't forget that we are comparing this quarter with the incredible spikes that we had same time last year in similar quarters, which were April, May, and June, which was at the heart and the start the pandemic and everything was locked down.

So, we are very confident in our ability to continue to grow, capture market share in e-commerce and bring that to profitability when we get to the scale that we need to have.

Okay, great. I will pass it on.

Thank you.

Hey, there. Good afternoon.

Congrats on a very intriguing acquisition. Just the first question the revenue and the cost.

I was wondering can just help us understand how to think about, how does that actually scale over the next few years? Is it more backend, loaded front end or is it linear, any thoughts there?

Like we mentioned, there is a large amount of cross selling. There is a large amount of demand in governments digitizing their procurement systems.

Hard to say at this point, how fast this will come. We basically looked at our existing database of customers and tried to figure out how much time needs to happen for this to materialize.

So, I think once we have the ability to fully get together with the targets and develop the combined go-to-market plan, et cetera, we will probably be able to update you with something a bit more precise. At this point, it is hard to say.

On the cost synergies, that is a little bit easier and it is pretty early on because there are some functions that are, I would say, specifically in the content creation and aggregation where Periscope has developed technologies and platforms, which we can use and retire a certain platforms on other sides. And when very, very quick when we were on our end and on their end, struggling to acquire additional resources, which together now we have the ability to transfer resources and have people work on where the it is both prudent and needed.

So we are saving significantly on potential new hires that would have needed to be done. So, that is how we came up with those numbers.

And then there are a multitude of other things that will show up also.

And on the shorter-term basis. The Periscope marketplace solution is one that we will be able to leverage with our existing customers and really what that is allowing to happen is for agencies to shop off of existing supplier contracts.

And so, this one essentially opens up an entire marketplace where the government goes to an RFP process, and now all of a sudden these local agencies can be buying off of that government contract. And so, in addition to the transaction model, which is based on government spend, this transaction model will add volume right away, and that is when where our existing 3,500 government agencies and the 300,000 active suppliers can be connected quite easily from a technology perspective, on to that e-marketplaces model.

And that will bringing on shorter term revenue.

Okay. Awesome.

Thanks for that is. Very helpful on those questions there.

Kind of what is my next question, if I think about looking at the 23 million that Periscope regarding sort of 33 million, just to clarify the, how to think about the transaction revenue versus SaaS? How do we think about how that is evolved that mix?

And obviously volumes driving the transaction with this? How do we think about the breakdown of that revenue?

Yes, so the 2023, revenue is in U.S. dollars in the slide we presented - sorry, 23 million sorry, is the historical 2021.

Sorry, I'm starting over, it is been a long few days. $23 million that we are talking about in this slide is the historical December 2021 of a Periscope.

And looking at where we are at the June 30th period, and contracts that have been signed, and are committed, we believe quite strongly that the US$33 million that we are presenting there is a solid number, while it is forward looking and not guaranteed. It is we believe quite solid.

The transaction fee model represents to Periscope approximately one-third of their revenue. That model is relatively new was introduced in 2019.

So, it is ramping up with different U.S. clients being added to that model.

So, there is a potential growth with specific respect to that.

Okay, got it. And so, but so if you are thinking about how, you have got to, your thoughts on the on the guidance, or the outlook for the 33 million is that mainly - how do we think about that growth being driven from SaaS versus just pure volume?

You did $20 billion worth of volume, I think I saw that in the press release. Is that, that is really the main driver?

Yes, in terms of growth, a lot of it does have to do with that transaction model. But there are also quite a bit of growth within the e-mark as the marketplaces that I mentioned.

So, it is also combined with existing - there are there is existing client increases, but it is a lot to do with the volume side on the marketplaces. And of course the increase in government spend.

And they have added also a significant number of customers on the government and agency side over the last - since the beginning of the pandemic, so there was also a significant amount of additional SaaS revenue, because not everybody has converted to the transactional model.

Yes. Okay.

Got that. That is it.

It is sort of whatever they are looking for. The last is sort of a bigger picture question.

I'm looking at your Slide seven, where you have got the North American, sort of U.S. government agency spend 1.8 trillion, US$20 billion.

And then can you talk about, maybe the landscape, competitive landscape, you also mentioned, the increased government digital digitization, so maybe just help us understand, what the landscape looks like now and you obviously have first mover advantage, as you have talked about with the B2B shopping experience that that is provided. So, any just thoughts on how you are thinking about the landscape competitively and the opportunity, whether that is legacy, switching over to digital platforms like yourself?

So I would say that from a competitive point of view, as we have often mentioned, it is a very highly fragmented market. With this transaction, we are clearly becoming the main guy in that area.

How does governments do with today? A lot, a significant amount is still just paper-based, fax, e-mail, and even snail mail.

We see sometimes some departments that are still receiving proposals by mail and opening them up, and binding them in binders and comparing them, et cetera. So simple, I would say manual processes are still very present and we can easily, completely replace those processes, because we offer a solution that does not cost anything to a government agency, and that is a big advantage.

Because a lot of them are budget constraints and, yes, they are buying and investing money in the economy and all sorts of that. But they don't have the ability to buy fancy pieces of software.

The ones that do have or went on to various procurement platform they would typically adopt a commercial procurement platform. Think about our Reba, think about some modules in SAP for the bigger guys, but they don't have anything to handle the public procurement piece.

They don't have the security, the auditability of the processes, and we come in and we offer all that at no cost. We actually have complete and full business cases that show them that they can actually start to make money right away, because all we do is take a convenience out of the transaction from the winning parties, which gets shared between us and that government agency.

And once the government agency is on the platform, we can easily convince smaller guys, and I'm thinking like school districts, municipalities, et cetera, that can then - back off of those government contracts and then to can go and purchase whatever goods and services they need by using the pricing, the volume rebates that the whole state is benefiting from. So, this creates a super compelling proposal that is quite easy to sell, right.

So, I truly think that the upside here is in very significant. I hope I'm answering your question.

No, that is helpful, Luc. Thanks very much.

Thanks for taking my questions, very intriguing deal and good luck. I will pass the line.

Thank you.

Yes. Thank you.

Congratulations team on Parthenon. It looks like a very long process.

If you look at Slide 14, I was wondering if you maybe just quickly walk through the broad economics of the ePro SaaS and ePro transaction. Just trying to understand like, maybe sort of very simplistic transactions.

Just to get the flow of how the margins will come on each of those respective models.

Okay. So maybe I can just explain it briefly.

But, so what you see on the left is ePro [SaaS] (Ph) is what you would know is the typical subscription fee paid by the agency to customers based on size. Various size of governments will pay a different amount of subscription fee in terms of revenue.

On ePro transactions model, the revenue recognition is really based on the government spent. So, like I explained a couple of minutes ago, the percentage of the spend is what gets recognized the typically long-term contracts, in this case of large, U.S.

state. So, essentially there is a lot of growth in the ePro transaction.

So, when you are in the ePro side, you have to win new work new size contracts. Whereas in the ePro transaction models, the spend with existing with the existing U.S.

customer base can increase quite significantly. From a margin perspective, there is never been a company that provided guidance on margins.

We knew we need to do some guidance, especially around revenue. But we can tell you that we believe that our EBITDA margins, as we showed on the first slide will improve to combined companies definitely brings on to improved margins.

And so we expect to see that increasing overtime.

Okay, I appreciate it. thanks.

Richard thanks for the question and I know you and I talked at Austin, and I know you had some you were looking forward for us to execute on a transaction. And obviously, every time we spoke well, I couldn't tell you about this.

But it was and has been in the works. So hopefully, you understand why sometimes I was a bit vague and not directly answering it.

And perhaps, you can see on one of the slide we did present is that the historical margin has been around 8% from an EBITDA margin perspective for Periscope. And I think it is from there that we think the significant opportunity is really on expanding the margins from there.

Yes, no, I appreciate that. And thanks Luc.

In terms of Slide 8, you show this for agency solutions. And I'm just kind of curious to see, from a product set perspective, what that mix is, is sort of proportionately leaning towards one or the other and wanting to share a high level with a mix of revenue maybe?

So for sure, the ePro solution is representing about one-third of the revenue. And after that I don't have a specific breakdown in front of me.

But it would be the marketplace that is really driving the probably the second largest stream of revenue. And then things like [CLM] (Ph) , which is a contract management system, smaller in terms of revenue.

And then there is a few legacy platforms in there - I have been turning to the fine nature of product, I think certainly the growth areas around the Periscope marketplace, and the Periscope Pro, which is a transactional model that we refer to, and the rest are really providing all the services of the eProcurement wheel.

Yes, it is, I mean, that is similar to U.S., right. The various modules that they have are also supplier based.

And a lot of suppliers pay small amounts to be on those networks. But when once you get something that interests, the large agencies to come on and offers them significant savings, well, obviously you can get some pretty significant savings from that.

And I think that modular concept is really solid about the solution that Periscope has because they have allowed the client to pick what they are ready for and to grow overtime on their various modules that are very interconnected and that are very complimentary to each other. So, you don't need to go full scope, everything you can buy this didn't purchase a solution in modules or implemented your transaction

Okay. And just a last one for me.

And if you sort of look at, let's say, the immediate addressable market that you think we can pursue, like what sort of the market share environment looks like? What sort of your share and maybe what is the share of some of your - maybe the top two other competitors in the marketplace.

The easiest way to describe this at this point is, we estimate approximately 100,000 agencies and governments across North America. We currently have about 6,000 builds on those on our networks.

And we only have eight states on the Periscope platform. So that you view how much room there is to grow.

Not all of those agencies are large enough to represent a big bump in revenue. If you look at it from the transactional piece of the revenue, right now, between us and Periscope, we probably are - we don't have transactional revenue, but I know how much we use sort of service.

And that is probably around the $30 billion, $35 billion out of - North America is probably when you add the stimulus there, we are probably getting close to potentially $3 trillion, so we are at one-ish percent of market share, and we are the leader in public eProcurement. So lots of room to grow.

And again, insist on that first mover advantage, as far as we understand, we are the first company to be able to offer this type of transactional revenue with a revenue-generating model for the actual government body that is issuing those contracts.

Okay. That is great.

Congrats on plowing out this big deal.

Thank you.

Well guys, thank you very much for your insightful questions. I know it has been a long in the making and this started already a few months back and we did everything we could to make it happen as fast as possible.

And my whole team is absolutely exhausted. I'm told I'm running them to the ground now.

So, very happy to have you on the line and I'm sure we will talk some more in the next few days. As you know, there is some financing going on, so we will take care for other calls with some of you as we go.

Thank you very much for your attention.

Thank you.