TORONTO, Jan. 10, 2022 /CNW/ - MindBeacon Holdings Inc. ("MindBeacon" or the "Company") (TSX: MBCN) is pleased to announce that the shareholders of the Company (the "Shareholders") have approved the plan of arrangement previously announced on November 15, 2021 (the "Arrangement"), pursuant to which CloudMD Software & Services Inc. ("CloudMD") will acquire all of the issued and outstanding common shares of the Company (the "Shares"). In accordance with the terms of the arrangement agreement (the "Arrangement Agreement") entered into on November 14, 2021, each common share of MindBeacon will be exchanged for $1.22 of cash and 2.285 common shares of CloudMD. Upon completion of the Arrangement, former shareholders of MindBeacon will hold approximately 19.1% of CloudMD.

16,189,566 votes, or approximately 98.94%% of the votes cast at the special meeting (the "Meeting") of Shareholders held on January 10, 2022, were cast in favour of the special resolution approving the Arrangement. 16,179,566 votes, or approximately 98.94%% of the votes cast at the Meeting, excluding Shares required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), were cast in favour of the Arrangement. The special resolution approving the Arrangement was required to be passed by (i) at least two-thirds (66 2/3%) of the votes cast at the Meeting by the Shareholders voting virtually or represented by proxy at the Meeting and (ii) a simple majority of the votes cast by the Shareholders voting virtually or represented by proxy at the Meeting, excluding Shares required to be excluded pursuant to MI 61-101. Details of the voting results will be filed under the Company's profile on SEDAR at www.sedar.com.

The Company will apply for a final order of the Ontario Superior Court of Justice (Commercial List) on January 12, 2022. Closing of the Arrangement remains subject to certain customary closing conditions including court approval. Subject to the satisfaction of these closing conditions, it is anticipated that the Arrangement will be completed on or about January 14, 2022.

Further details regarding the Arrangement, including the principal closing conditions and the benefits for MindBeacon shareholders, can be found in the Company's Management Information Circular, which was mailed to shareholders on December 17, 2021 and can be found under MindBeacon's SEDAR profile (www.sedar.com).

About MindBeacon Holdings Inc.

MindBeacon provides a continuum of mental healthcare that includes self-guided psychoeducational and wellness content, Peer-to-Peer Support, Therapist Guided Programs and Live Therapy Sessions all offered virtually through its secure and private platform. As one of the first commercially available, digitally-native platforms to offer therapist-assisted internet-based Cognitive Behavioural Therapy in Canada, MindBeacon's professional service is designed around end users – their health, their way. Working with employers, insurance carriers and government ministries, MindBeacon offers services that are accessible, available, affordable and, most importantly, proven to be effective. MindBeacon is changing the therapy landscape by making professional care available to every person, no matter when, where and how they choose to access it.

About CloudMD Software & Services Inc.

CloudMD (TSXV: DOC, OTCQX: DOCRF, Frankfurt: 6PH) is digitizing the delivery of healthcare by providing a patient-centric approach, with an emphasis on continuity of care. By leveraging healthcare technology, CloudMD is building one, connected platform that addresses all points of a patient's healthcare journey and provides better access to care and improved outcomes. Through CloudMD's proprietary technology, the company delivers quality healthcare through a holistic offering including hybrid primary care clinics, specialist care, telemedicine, mental health support, healthcare navigation, educational resources, and artificial intelligence (AI). CloudMD's Enterprise Health Solutions Division includes one of the top 4 Employee Assistance Programs in Canada and offers one comprehensive, digitally connected platform for corporations, insurers, and advisors to better manage the health and wellness of their employees and customers.

CloudMD currently services a combined ecosystem of over 7,000 psychiatrists, approximately 4,500 therapists and counsellors, approximately 4,000 psychologists, over 22,000 family physicians, over 34,000 medical specialists, over 1,500 allied health professionals, over 500 clinics, and over 5 million individuals across North America. For more information visit: https://investors.cloudmd.ca.

FORWARD-LOOKING STATEMENTS

This press release contains "forward-looking statements" and "forward-looking information" within the meaning of Canadian securities laws. Forward-looking statements in this press release include, but are not limited to, statements with respect to the impact and benefits of the Arrangement and the anticipated timing for completion of the Arrangement and receiving the required court approval. These statements are based upon information currently available to MindBeacon. All information that is not clearly historical in nature may constitute forward-looking statements. In some cases, forward-looking statements may be identified by the use of terms such as "forecast", "assumption" and other similar expressions or future or conditional terms such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "will", "would", and "should". Forward-looking statements contained in this press release are based on certain factors and assumptions made by management of MindBeacon based on their current expectations, estimates, projections, assumptions and beliefs regarding their respective businesses and MindBeacon does not provide any assurance that actual results will meet management's expectations. While they consider these assumptions to be reasonable based on information currently available to them, they may prove to be incorrect. Such forward-looking statements are not guarantees of future events or performance and by their nature involve known and unknown risks, uncertainties and other factors, including but not limited to: risks related to the Arrangement and expected benefits of CloudMD's acquisition of MindBeacon, including CloudMD's acquisition all of the issued and outstanding common shares of MindBeacon; the risk that the transaction does not close, due to the failure of one or more conditions to closing; the risk that required approvals of the Arrangement will not be obtained or that such approvals will be delayed beyond current expectations, including the final order of the Ontario Superior Court of Justice (Commercial List); the risk that following this transaction, CloudMD's financing or operating strategies will not be successful; litigation in respect of either Company or the transaction; disruption from the transaction making it more difficult to maintain customer, supplier, key personnel and other strategic relationships; the ability to implement business plans, forecasts, and other expectations, and identify and realize additional opportunities; the risk of downturns, new entrants and a changing regulatory landscape in the industry, developments in and the duration of the COVID-19 pandemic and the resulting impact on business and operations and the business of customers and partners, including the economic impact of safety measures to mitigate the impacts of COVID-19, the potential inability to manage effectively any growth experienced and those risks described in the respective Management's Discussion and Analysis and Annual Information Form of MindBeacon (which has been filed under its issuer profile on SEDAR and can be accessed at www.sedar.com), that may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Although MindBeacon has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, other factors may cause actions, events or results to be different than anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could vary or differ materially from those anticipated in such forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking information. MindBeacon does not undertake to update any forward-looking information, whether as a result of new information or future events or otherwise, except as may be required by applicable securities laws.

SOURCE MindBeacon Holdings Inc.

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