Caldwell Announces Sale of IQTalent

TORONTO, ON / ACCESS Newswire / October 23, 2026 / Caldwell (TSX:CWL)(OTCQX:CWLPF), a leading retained executive search firm, today announced it has completed the sale of substantially all of the net operating assets of its wholly owned subsidiary, IQTalent Partners, Inc., to WinMil, Inc. WinMil will continue to operate the business under the IQTalent name and brand.

Caldwell acquired IQTalent in 2020 to broaden its service offerings into technology-enabled recruiting solutions at the professional level. After nearly six years, Caldwell determined that the business was not meeting the firm's strategic objectives and that a sale would better align its portfolio with its long-term priorities.

"Divesting IQTalent enables us to sharpen our focus on what Caldwell does best: delivering elite executive search and advisory services to our clients," said Chris Beck, chief executive officer of Caldwell. "IQTalent has been an important part of our portfolio, and we are proud of the innovative team and platform we helped build. We believe the business is well-positioned to succeed under WinMil's ownership, and we look forward to continuing a collaborative relationship through our referral partnership."

Founded in 2009, IQTalent pioneered an on-demand recruiting services model that blends proprietary technology with human expertise to deliver scalable talent acquisition solutions.

Transaction Terms

The transaction included the sale of substantially all of the net operating assets of IQTalent. Under the terms of the agreement, total consideration at closing was approximately $4.7 million, consisting of:

• $3.2 million in cash, subject to exchange rate changes and a net working capital adjustment; and
• 1.45 million Caldwell common shares held by David Windley and Tom Milic, who are owners of WinMil and former employees of IQTalent. The shares were valued at approximately $1.5 million, based on a simple average price of $1.05 per Caldwell share over the 20 days prior to closing. The shares have been cancelled by Caldwell, reducing total shares outstanding by approximately 4.9%.

All dollar amounts are presented in Canadian dollars.

Caldwell retains its minority equity interest in the recruitment software company HootRecruit (formerly known as IQRecruit). Caldwell also retains the ability to utilize IQTalent's remaining deferred tax assets to apply against future taxable ordinary income generated by Caldwell in the United States.

Caldwell and WinMil have also entered into a two-year referral agreement to connect clients with the firms' complementary executive search and recruiting services.

Caldwell's Board of Directors will evaluate the use of the cash proceeds as part of its capital allocation planning and expects to provide an update with the release of Caldwell's next quarterly earnings.

​​About Caldwell

Caldwell is an elite executive search firm trusted by established and growth-focused companies alike. For more than 50 years, we have partnered with clients to design and build extraordinary leadership teams. Our partners don't just place executives-they challenge assumptions, enable strategy, and prioritize long-term fit. Built on repeat clients and referrals, Caldwell delivers clarity and results without arrogance or shortcuts. Our suite of services includes executive and board level search, as well as talent strategy and assessment tools that help organizations hire the right people, then manage and inspire them to achieve maximum business results. For clients seeking substance over scale, we're the confident voice that listens-and leads. At Caldwell, our purpose is your mission.

Caldwell's common shares trade on The Toronto Stock Exchange (TSX:CWL) and trade on the OTCQX Market (OTCQX:CWLPF). For more information, visit www.caldwell.com

Forward-Looking Statements

Forward-looking statements in this document are based on current expectations subject to the significant risks and uncertainties cited. These forward-looking statements generally can be identified by the 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.

We are 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, our ability to attract and retain key personnel; exposure to departing partners taking their client relationships to another firm; the performance of the US, Canadian and international economies; technological advances that may significantly disrupt the labour market and weaken demand for human capital at a rapid rate; competition from other companies directly or indirectly engaged in talent acquisition; cybersecurity requirements, vulnerabilities, threats and attacks; damage to our brand reputation; foreign currency exchange rate fluctuations; our ability to align our cost structure to changes in our revenue; liability risk in the services we perform; potential legal liability from clients, employees and candidates for employment; reliance on software that we license from third parties; reliance on third-party contractors for talent acquisition support; the classification of third-party labour as contractors versus employee relationships; our ability to successfully recover from a disaster or other business continuity issues; adverse governmental and tax law rulings; successfully integrating or realizing the expected benefits from our acquisitions, adverse operating issues from acquired businesses; volatility of the market price and trading volume of our common shares, including its impact on our compensation plans; affiliation agreements that may fail to renew or affiliates that may be acquired; the impact on profitability from marketable securities valuation fluctuations; increasing dependence on third parties for the execution of critical functions; our ability to generate sufficient cash flow from operations to support our growth and fund any dividends; potential impairment of our acquired goodwill and intangible assets; our limited ability to access credit; risks related to deposit-taking institutions; 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. 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:

Shreya Lathia
Vice President, Chief Financial Officer
Caldwell
slathia@caldwell.com
+1 416 934 2241

Caroline Lomot
Vice President, Marketing & Communications
Caldwell
clomot@caldwell.com
+1 516 830 3535

SOURCE: Caldwell Partners International, Inc.

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