EARLY WARNING NEWS RELEASE
2024年7月10日 - 8:55PM
This news release is being issued by 1480775 B.C. Ltd. (the
"
Purchaser"), as required by National Instrument
62-103 – The Early Warning System and Related Take-Over Bid and
Insider Reporting Issues in connection with its acquisition and
disposition of certain securities in the capital of CloudMD
Software & Services Inc. (the "
Company"). The
Company's common shares (the "
Common Shares") are
listed for trading on the TSX Venture Exchange
("
TSXV") under the symbol "DOC", the OTC Pink
Markets under the symbol "DOCRF", and the Frankfurt Stock Exchange
under the symbol "6PH".
On May 14, 2024, the Company entered into an
arrangement agreement (the "Arrangement
Agreement") with the Purchaser, pursuant to which the
Company effected a go-private transaction (the
"Transaction") by way of a court-approved plan of
arrangement (the "Arrangement") under Section 288
of the Business Corporations Act (British Columbia) (the
"BCBCA"). The Transaction was approved by
securityholders of the Company on June 27, 2024, and closed on July
9, 2024. Pursuant to the Arrangement, the Purchaser acquired all of
the issued and outstanding Common Shares of the Company at a price
of $0.04 per Common Share (the "Consideration").
In addition, and pursuant to the Arrangement, all stock options,
deferred share units ("DSUs") and restricted share
units ("RSUs") of the Company were transferred
from their holders to the Company and cancelled. The holders of
in-the-money stock options were entitled to receive a cash payment
equal to the Consideration for each stock option held less an
amount equal to the exercise price of the stock option, whereas the
holders of DSUs and RSUs received a cash payment equal to the
Consideration for each DSU and/or RSU held. All out-of-the-money
stock options were cancelled for no consideration. Upon the
completion of the Arrangement, the Company and the Purchaser have
amalgamated to form one corporate entity with the same name as the
Company under the BCBCA (the "Amalgamation").
Immediately prior to the closing of the
Transaction, the Purchaser did not own, control or direct any
securities of the Company. Upon the closing of the Transaction, the
Purchaser acquired 304,679,883 Common Shares (100%), which were
subsequently cancelled upon the completion of the Amalgamation.
The Common Shares will cease to be listed on the
TSXV after the end of trading on July 10, 2024 and will be
subsequently removed from the OTC Pink Markets and the Frankfurt
Stock Exchange. The Company will apply to the securities regulatory
authorities to approve the request that the Company cease being a
reporting issuer under applicable Canadian securities laws, and to
otherwise terminate its public reporting requirements.
The Company's head office was located at 181
University Ave, Suite 1101, Toronto, Ontario, M5H 3M7, Canada prior
to the completion of the Amalgamation, and is located at Suite 201
– 41 Industrial Street, Toronto, Ontario, M4G 0C7 following the
completion of the Amalgamation.
Please refer to the Company’s press release
dated July 9, 2024 for additional details on the Transaction. An
early warning report will be filed by the Purchaser, on its own
behalf and on behalf of any parties acting jointly or in concert
with it, under applicable securities laws and will be available on
the Company’s profile on SEDAR+ at sedarplus.ca.
Michael Arblaster President 1-416-860-3639
Forward Looking Statements
This news release contains forward-looking
information and forward-looking statements (collectively,
"forward-looking statements") within the meaning
of applicable securities laws, regarding the Company’s business and
operations. In this news release, forward-looking statements relate
to, among other things, information regarding the terms and
conditions of the Transaction, and the intention to cause the
Company to cease to be listed on the TSXV, the OTC Pink Markets,
and the Frankfurt Stock Exchange, and to cease to be a reporting
issuer.
Forward-looking statements are necessarily based
on a number of estimates and assumptions that the Purchaser
considered appropriate and reasonable as of the date such
information is given, including but not limited to the assumptions
that the transactions contemplated herein will proceed according to
the Company’s anticipated timelines. Forward-looking statements are
subject to known and unknown risks, uncertainties, and other
factors, many of which are beyond the Purchaser’s control, that may
cause actual results, performance or achievements to be materially
different from those expressed or implied by such forward-looking
statements, including but not limited to the risk that the
Purchaser’s assumptions on which its forward-looking statements are
based may not be accurate and other risk factors disclosed in the
Company’s periodic reports publicly filed and available on its
SEDAR+ profile at www.sedarplus.ca. No assurance can be given that
any of the events anticipated by the forward-looking statements
will transpire or occur. The forward-looking statements contained
in this news release are made as of the date of this announcement
and the Purchaser does not undertake any obligation to update such
forward-looking statements, whether as a result of new information,
future events or otherwise, except as expressly required by
applicable law.