LEADING INDEPENDENT PROXY ADVISORY FIRM ISS RECOMMENDS MINDBEACON SHAREHOLDERS VOTE FOR THE ACQUISITION BY CLOUDMD

• ISS recommends shareholders of MindBeacon vote in favour of proposed acquisition by CloudMD
• ISS states "In light of the premium, the favourable market reaction, the reasonable strategic rationale and the absence of significant governance concerns, shareholder approval of this resolution is warranted"
• Shareholders are encouraged to vote well in advance of the proxy voting deadline of 10:00 am (Eastern time) on January 6, 2022. Questions? Need help voting? Contact Kingsdale Advisors at 1.888.302.5677

TORONTO, Dec. 23, 2021 /CNW/ - MindBeacon Holdings Inc. ("MindBeacon" or the "Company") (TSX: MBCN) is pleased to announce that one of the leading independent proxy advisors, Institutional Shareholder Services Inc. ("ISS") has recommended that the Company's shareholders vote FOR the acquisition by CloudMD Software & Services Inc. (TSXV: DOC) (OTCQX: DOCRF) (Frankfurt: 6PH) ("CloudMD") by way of a plan of arrangement under the Canada Business Corporations Act.

On November 14, 2021, MindBeacon and CloudMD entered into a definitive arrangement agreement (the "Arrangement Agreement") under which CloudMD will acquire all of MindBeacon's issued and outstanding common shares. 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. Upon completion of the transaction, former shareholders of MindBeacon will hold approximately 18.8% of CloudMD.

Following its assessment of the transaction, ISS stated, among other things, that:

"In light of the premium, the favourable market reaction, the reasonable strategic rationale and the absence of significant governance concerns, shareholder approval of this resolution is warranted".

Welcoming the favourable recommendations, Samuel Duboc, Chair, Board of Directors commented: "We are pleased that a leading proxy advisor has endorsed this deal and encourage all MindBeacon shareholders to vote FOR the acquisition by CloudMD in advance of the proxy voting cut off on January 6, 2022."

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).

The deadline to vote your shares BY PROXY is 10:00 a.m. (EASTERN time) on JANUARY 6, 2022.

Shareholders who have questions or require assistance voting their shares should contact Kingsdale Advisors, the Company's strategic shareholder advisor and proxy solicitation agent, by telephone at 1-888-302-5677 toll-free within North America, or 1-416-867-2272 (for collect calls outside North America), or by e-mail at [email protected].

The Company's Management Information Circular (the "Circular") outlines the benefits for MindBeacon shareholders and provides details about the transaction, including details on how shareholders can vote their MindBeacon shares.

For a more detailed description of the transaction, readers should review the Circular, which was mailed to shareholders on December 17, 2021 and is also available under its SEDAR profile (www.sedar.com) or visit https://ir.mindbeacon.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 transaction, the mailing of the information circular, anticipated timing for completion of the transaction and receiving the required regulatory, court and shareholder approvals. 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 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.