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Wednesday, 01/12/2022 7:57:33 AM

Wednesday, January 12, 2022 7:57:33 AM

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MINDBEACON ANNOUNCES VOTING RESULTS FROM SPECIAL MEETING OF SHAREHOLDERS.

source
https://finance.yahoo.com/news/mindbeacon-announces-voting-results-special-014600788.html

Tue, January 11, 2022, 2:46 AM

MindBeacon Holdings Inc. (TSX: MBCN) is pleased to announce that the shareholders of the Company have approved the plan of arrangement previously announced on November 15, 2021, pursuant to which CloudMD Software & Services Inc. will acquire all of the issued and outstanding common shares of the Company. In accordance with the terms of 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 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
https://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.

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.
For more information visit:
https://www.mindbeacon.com/

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/