CloudMD Pronounces Submitting and Mailing of the Administration Info Round in Reference to the Proposed Go-Non-public Transaction with CPS Capital

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• Your vote is vital irrespective of what number of shares you maintain.
• The Board of Administrators of CloudMD unanimously recommends that Securityholders vote IN FAVOUR of the Association Decision.
• Questions or requests for voting help could also be directed to Laurel Hill Advisory Group by phone at 1.877.452.7184 or by e-mail at help@laurelhill.com.

TORONTO, June 03, 2024 (GLOBE NEWSWIRE) — CloudMD Software program & Companies Inc. (TSXV: DOC, Frankfurt: 6PH) (the “Firm” or “CloudMD”), is happy to announce the discover of particular assembly (the “Assembly”) of the holders (“Shareholders”) of widespread shares of CloudMD (“Shares”) and of the holders (the “Optionholders”, and collectively with the Shareholders, the “Securityholders”) of inventory choices of the Firm and administration data round (the “Round”) at the moment are obtainable on CloudMD’s web site at https://traders.cloudmd.ca/occasions–displays/special-meeting/, in addition to underneath CloudMD’s profile on SEDAR+ (www.sedarplus.ca). The mailing of the Round and different supplies associated to the Assembly has additionally commenced.

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The Association and Assembly Particulars

On the Assembly, Securityholders will probably be requested, amongst different issues, to contemplate and, if deemed advisable, move a particular decision (the “Association Decision”) approving the Association (as outlined under). On Could 14, 2024, the Firm entered into an association settlement (the “Association Settlement”) with 1480775 B.C. Ltd., an affiliate of CPS Capital LP (a personal fairness funding agency) (the “Purchaser”), in respect of a proposed plan of association (the “Association”) underneath the Enterprise Companies Act (British Columbia). The aim of the Association is to, amongst different issues, allow the acquisition by the Purchaser of all the issued and excellent Shares. If the Association turns into efficient, every Shareholder will obtain money consideration of $0.04 for every Share held (the “Consideration”).

CloudMD will maintain the Assembly on June 27, 2024, at 10:00 a.m. (Toronto time) through audio webcast (at https://net.lumiconnect.com/416813823) with the flexibility to take part within the digital assembly as defined additional within the Round.

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Causes for the Association

• Course of
  – The Association with the Purchaser is the end result of a prolonged course of that included a strategic overview that was initiated in August 2022 and overseen by a particular committee and the strategic and liquidity overview that the particular committee (the “Particular Committee”) of the board of administrators of the Firm (the “Board”) has been engaged in since July 2023, with the help of INFOR Monetary Inc. (“INFOR”). Throughout that point, the Firm, by way of its advisors, canvassed a big variety of different potential events, none of which had been ready to make an executable binding supply to accumulate the Firm or present capital to assist the Firm’s path to optimistic money movement. The Association offers the capital to assist the Firm’s enterprise with particular consideration to all the Firm’s stakeholders and was the very best different obtainable to make sure the continued viability of the Firm. Failure to finish the Association may materially and negatively affect the buying and selling value of the Shares and if the Association is just not accomplished, the Firm doesn’t anticipate that there will probably be an alternate that would offer any worth to the Securityholders.
• Enterprise and Trade Dangers – The Board and the Particular Committee concluded that the Consideration offers certainty of worth to Securityholders, which Securityholders could contemplate as extra beneficial than persevering with with the Firm’s present marketing strategy, in mild of the dangers and uncertainties affecting the Firm and its enterprise. These dangers and uncertainties embrace: the present enterprise, operations, property, monetary efficiency and situation, working outcomes and prospects of the Firm, the excellent indebtedness underneath the Firm’s credit score amenities and their near-term maturity, its restricted money assets, the present trade and financial situations and tendencies.
• Equity Opinion – The equity opinion from INFOR (the “Equity Opinion”) that, topic to and based mostly on the concerns, {qualifications}, assumptions and limitations described therein, the Consideration is honest, from a monetary standpoint, to the Shareholders.
• Type of Consideration – The type of consideration payable to Securityholders, being money, offers certainty of worth and quick liquidity.
• Credibility of the Guarantors – The obligations of the Purchaser, together with its obligation to pay the Consideration and the excellent indebtedness underneath the Firm’s credit score amenities, are assured by associates of CPS Capital (the “Guarantors”). Given the Guarantors’ dedication, credit score worthiness and document of finishing transactions, the Guarantors are anticipated to be higher capable of face up to prices, funds, charges and different bills, partly on account of their monetary place and entry to capital.

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Board Advice

The Board, based mostly partly on the unanimous suggestion of the Particular Committee and the Equity Opinion, has unanimously decided that the Association is honest to Securityholders and is in the very best pursuits of the Firm, and unanimously recommends that the Securityholders vote FOR the Association Decision. The willpower of the Particular Committee and the Board is predicated on varied elements as described above and extra totally within the Round.

Securityholders are inspired to learn the Round and vote your securities as quickly as attainable. The proxy voting deadline is Tuesday, June 25, 2024 at 10:00 a.m. (Toronto time).

Securityholder Questions

Securityholders who’ve any questions or require help with voting could contact Laurel Hill Advisory Group, CloudMD’s proxy solicitation agent and shareholder communications advisor:

Laurel Hill Advisory Group
Toll Free: 1.877.452.7184 (for securityholders in North America)
Worldwide: +1.416.304.0211 (for securityholders outdoors Canada and the US)
By E mail: help@laurelhill.com

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About CloudMD

CloudMD is an revolutionary North American healthcare service supplier centered on empowering more healthy dwelling by combining vanguard expertise with an distinctive nationwide community of healthcare professionals. Day by day, our workers and well being care suppliers dwell our values of delivering excellence, collaboration, related communication and accountability to unravel advanced well being issues. CloudMD’s trade main office well being and wellbeing answer, Kii, helps members and their households with a customized and related healthcare expertise throughout psychological, bodily and occupation well being. Kii delivers superior medical well being outcomes, constant excessive engagement, and measurable ROI for payers akin to employers, academic establishments, associations, authorities, and insurers. CloudMD can be a market chief in office absence administration by way of data-driven prevention, intervention and return to work packages.

As well as, the Firm sells well being and productiveness instruments to hospitals, clinics, and different healthcare service suppliers to empower them to ship higher care. Go to www.cloudmd.ca to be taught extra in regards to the Firm’s complete healthcare choices.

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“Karen Adams”
Chief Government Officer

FOR ADDITIONAL INFORMATION, CONTACT:

Investor Relations
Traders@cloudmd.ca
1-647-484-1405

Neither TSX Enterprise Change nor its Regulation Companies Supplier (as that time period is outlined within the insurance policies of the TSX Enterprise Change) accepts duty for the adequacy or accuracy of this launch.

Ahead Wanting Statements

This information launch comprises “forward-looking statements” and “forward-looking data” inside the that means of Canadian securities legal guidelines, together with statements referring to the Association, together with in respect of the affect of the Association, the anticipated Assembly date and completion of mailing of the Round, timing for completion of the Association and receiving the required regulatory and courtroom approvals, CloudMD’s expectations concerning liquidity and continuity of the Firm’s enterprise and operations, and the supply of the bridge mortgage and line of credit score and continued forbearance by way of the interval till closing of the Association. All data that’s not clearly historic in nature could represent ahead‐trying statements. In some circumstances, ahead‐trying statements could also be recognized by means of phrases akin to “forecast”, “projected”, “assumption” and different comparable expressions or future or conditional phrases akin to “anticipate”, “consider”, “may”, “estimate”, “anticipate”, “intend”, “could”, “plan”, “predict”, “venture”, “will”, “would”, and “ought to”. Ahead-looking statements contained on this information launch are based mostly on sure elements and assumptions made by administration of CloudMD based mostly on their present expectations, estimates, projections, assumptions and beliefs concerning their enterprise and CloudMD doesn’t present any assurance that precise outcomes will meet administration’s expectations. Whereas administration considers these assumptions to be cheap based mostly on data at the moment obtainable to them, they might show to be incorrect. Such ahead‐trying statements will not be ensures of future occasions or efficiency and by their nature contain identified and unknown dangers, uncertainties and different elements, together with these dangers described within the Firm’s MD&A (which is filed underneath the Firm’s issuer profile on SEDAR+ and will be accessed at www.sedarplus.ca), that will trigger the precise outcomes, efficiency or achievements to be materially completely different from any future outcomes, efficiency or achievements expressed or implied by such ahead‐trying statements. Though CloudMD has tried to establish vital elements that might trigger precise actions, occasions or outcomes to vary materially from these described in ahead‐trying statements, different elements could trigger actions, occasions or outcomes to be completely different than anticipated, estimated or supposed. There will be no assurance that such statements will show to be correct as precise outcomes and future occasions may differ or differ materially from these anticipated in such ahead‐trying statements. Accordingly, readers mustn’t place undue reliance on ahead‐trying data. CloudMD doesn’t undertake to replace any forward-looking data, whether or not on account of new data or future occasions or in any other case, besides as could also be required by relevant securities legal guidelines.

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