CloudMD Software and Services Inc (fka DOCRF)

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MindBeacon Announces Filing of Management Information Circular for the Meeting to Approve the Acquisition by CloudMD.

source
https://finance.yahoo.com/news/mindbeacon-announces-filing-management-information-220000639.html

December 16, 2021

- Combined digital health platform will be one of North America's leading fully-integrated health offerings, with a clinically-validated, broad continuum of care to address mild, moderate, acute and chronic mental and physical care.

- Adds scale and strengthens CloudMD's financial profile – CloudMD expects to have annualized revenues exceeding $185 million (a 19% increase from CloudMD's current revenue run rate of $155 million), as well as improved gross margin of 35%, post-close.

- CloudMD to offer $1.22 in cash and 2.285 common shares of CloudMD per MindBeacon share.

- CloudMD is projected to have cash on hand exceeding $60 million, post-close.

MindBeacon Holdings Inc. (TSX: MBCN) announces that the Management Information Circular and associated Form of Proxy and Letter of Transmittal are being mailed to shareholders of MindBeacon on Friday, December 17, 2021 in connection with a definitive arrangement agreement under which CloudMD Software & Services Inc. (TSXV: DOC) will acquire all of MindBeacon's issued and outstanding common shares for a combination of cash and shares valued at approximately $116 million. Under the terms of the Arrangement Agreement, each common share of MindBeacon will be exchanged for $1.22 of cash and 2.285 common shares of CloudMD. A copy of the letter to MindBeacon shareholders is available below highlighting the key benefits and reasons for the transaction.

With the ongoing pandemic, MindBeacon's Special Meeting of Shareholders is to be held in a virtual only meeting format via live webcast online at
https://web.lumiagm.com/#/458290597
on January 10, 2022 at 10:00 a.m. (Eastern time).

While these materials will be filed by MindBeacon under its issuer profile and be available for viewing on the SEDAR website
https://www.sedar.com/
a copy of the letter to MindBeacon shareholders is included below. Furthermore, the disclosure in this press release supplements the disclosure in the Information Circular and is deemed to be incorporated by reference into the Information Circular.

How to Vote
Shareholders must vote their proxy before 10:00 a.m. (Eastern time) on January 6, 2022.
MindBeacon shareholders with questions or who need help voting are encouraged to contact Kingsdale Advisors at 1-888-302-5677 toll-free within North America, or 1-416-867-2272 (for collect calls outside North America), or e-mail at [e-mail].