Calls for Immediate Appointment of Andrew Shen as Committee Chair and Recusal of Conflicted PenderFund Insider Errol Olsen
Urges Shareholders to Vote FOR its Nominees on Their GOLD PROXY CARD or GOLD VOTING INSTRUCTION FORM ahead of the May 12 Annual and Special Meeting
BRIDGETOWN, Barbados
, April 27, 2026 /CNW/ -- OneMove Capital Ltd. ("OneMove"), the largest independent shareholder of Sylogist Ltd. (TSX: SYZ) ("Sylogist" or the "Company") owning approximately 15% of the Company's outstanding shares, today sent a formal letter to the Sylogist Board of Directors (the "Board") addressing the serious conflict of interest that has prevented a negotiated settlement.
The Board has publicly accused OneMove of being a "moving target" in settlement discussions. The reality is far simpler: the only reason a deal has not been reached is because David Barr of PenderFund Capital Management Ltd. ("PenderFund") and his hand-picked Board Chair, Errol Olsen, a PenderFund insider, have blocked it at every turn. OneMove has been told directly by the Board on numerous occasions that no settlement can proceed without PenderFund's approval. When one conflicted shareholder holds veto power over the Board's decisions, it is not an independent Board.
In its letter, which can be found below and at www.abettersylogist.com, OneMove:
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Demands that Andrew Shen be immediately appointed Chair of the special committee to ensure the Company's engagement with shareholders represents the interests of all shareholders -- not just PenderFund.
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Demands that Errol Olsen recuse himself from all further settlement discussions and Board deliberations relating to the upcoming Annual and Special Meeting, given his irreconcilable conflict of interest as a PenderFund insider.
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Calls out the Company's continued underperformance under PenderFund's "leadership." The entrenched and conflicted Board has resisted commencing an evaluation of strategic alternatives to unlock shareholder value.
OneMove's four highly-qualified director nominees – Rhonda Bassett-Spiers, Mary Filippelli, Jonny Franklin-Adams and Tyler Proud – are independent and aligned with Sylogist shareholders. They bring the needed experience and expertise to execute on OneMove's clear and actionable plan to turn Sylogist around for the benefit of all shareholders.
The full text of the letter follows:
Board of Directors
Sylogist Ltd.
4603 Varsity Drive NW, Suite 200
Calgary, Alberta T3A 2V7
Re: Demand for Recusal and Disclosure of Conflict of Interest of PenderFund Insider and Board Chair Errol Olsen
Dear Members of the Board:
OneMove Capital Ltd. ("OneMove"), the largest independent shareholder of Sylogist Ltd. ("Sylogist" or the "Company") with approximately 15% of the Company's outstanding common shares, writes to demand that the Board of Directors (the "Board") immediately address the serious conflict of interest arising from Errol Olsen's role as Chairperson of the Board.
Mr. Olsen is an insider of PenderFund Capital Management Ltd. ("PenderFund"), a registered investment fund manager with approximately 18% of the Company's outstanding shares. His dual role as a PenderFund insider and Board Chair creates an irreconcilable conflict of interest. PenderFund's insider chairs the Board, controls the terms of negotiation with dissenting shareholders, and participates in proceedings from which he should be excluded by reason of conflict. The Board has allowed this conflict to fester, thereby tainting its decision-making with Mr. Olsen's clear preference for PenderFund's interests over those of other shareholders.
During more than 18 months of engagement, OneMove was told directly and on multiple occasions by several members of the Board that the Company could not address OneMove's governance concerns without PenderFund's approval of any settlement. The Company has never disclosed that the Board's composition and the Company's strategic direction are subject to the veto of a single shareholder. Allowing this shareholder to exercise such control through its insider director is fundamentally incompatible with the reasonable expectations of shareholders.
The Company also represented to OneMove that it had formed a special committee of three independent directors to manage OneMove's requisition and shareholder engagement. In practice, Mr. Olsen participated on nearly every call with the purportedly independent committee members -- his presence undisclosed in advance and inconsistent with the committee's stated composition and mandate.
Mr. Olsen also played a role in discussions concerning a transaction between the Company and PenderFund Software Holdings, which is demonstrably not in the Company's best interests.
Mr. Olsen cannot simultaneously serve as Board Chair, a role that demands impartiality and a duty of loyalty to all shareholders, while acting as an insider of a fund manager with its own investment mandate, fee structure, liquidity constraints, and fiduciary duties to its own unitholders.
Accordingly, OneMove demands that Andrew Shen be immediately appointed (a) Chair of the special committee to ensure that the Company's engagement with its shareholders represents the interests of all shareholders -- not just PenderFund, and (b) Chair of the upcoming Annual and Special Meeting. Mr. Olsen must also recuse himself from all further settlement discussions, Board deliberations relating to contested matters at the upcoming Annual and Special Meeting, and any matter in which PenderFund's interests may conflict with those of OneMove and shareholders as a whole.
Without independent oversight, Sylogist's entrenched and conflicted Board has resisted commencing an evaluation of strategic alternatives to unlock shareholder value. As a result, shareholders continue to suffer as the Company underperforms under Penderfund's "leadership."
OneMove reserves all of its rights and remedies should the Board fail to take prompt corrective action.
This letter is being provided to the Board and will be made publicly available to all Sylogist shareholders so that they may assess the independence, or lack thereof, of the directors who are asking for their vote.
Tyler Proud
Chief Executive Officer
OneMove Capital Ltd.
How to Vote
OneMove urges Sylogist shareholders to vote FOR its four director nominees on their GOLD PROXY CARD or GOLD VOTING INSTRUCTION FORM well in advance of the proxy voting deadline of May 7, 2026, at 5:00 PM MT.
Shareholders who have questions or need help voting should contact Carson Proxy, OneMove's proxy solicitor: 1-800-530-5189 Toll Free (Canada & the United States) 1-416-751-2066 (Local / Text) or at info@carsonproxy.com
For More Information
For more information about OneMove's nominees and its plan for Sylogist, please visit www.abettersylogist.com.
About OneMove Capital
OneMove Capital Ltd. is a private investment firm focused on small and mid-cap public companies where active engagement and governance improvements can unlock shareholder value. OneMove is an approximately 15% shareholder of Sylogist Ltd.
Forward-Looking Statements
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 timing of the annual and special meeting of the Company (the "Meeting") and the proxy cut-offs therefor; any appointment of Andrew Shen as chair of the special committee (including the timing thereof); the anticipated outcomes of the replacement of the special committee; the outcomes of the votes conducted at the Meeting; the anticipated outcomes from the actions taken and proposed to be taken by OneMove (including the timing thereof); the anticipated financial and operating performance of the Company; the Company's growth, cash flow, and operating margins; 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.
Investor Contact:
OneMove Capital Ltd.
Email: info@onemovecapital.com
Website: www.abettersylogist.com
Media Contact
ASC Advisors
Taylor Ingraham / Steve Bruce
tingraham@ascadvisors.com / sbruce@ascadvisors.com
203 992 1230
SOURCE OneMove Capital Ltd.
