Medworxx Solutions Inc. and Aptean, Inc. Enter Into Definitive Agreement for Going Private Transaction

TORONTO, ONTARIO--(Marketwired - Aug. 27, 2015) - Medworxx Solutions Inc. (TSX VENTURE:MWX) ("Medworxx" or the "Corporation"), a leader in clinical patient flow, and compliance and education solutions, and Aptean, Inc., through an affiliate ("Aptean"), a leading provider of industry-focused mission critical enterprise software solutions, with experience acquiring and growing highly profitable companies announced today that they have entered into a definitive arrangement agreement (the "Arrangement Agreement") pursuant to which Aptean will beneficially acquire, in an all-cash transaction, all of the issued and outstanding class a common shares (the "Common Shares") of the Corporation by way of a court-approved plan of arrangement under the Canada Business Corporations Act (the "Arrangement"). As of the date of this press release, holders of approximately 13.5 million Common Shares (17.8 million on a fully diluted basis), representing approximately 49.4% of the issued and outstanding Common Shares (50.5% on a fully diluted basis), have entered into lock-up agreements committing them to vote in favour of the Arrangement. Upon closing of this transaction, the Corporation will operate as a standalone business unit owned by Aptean and will continue to operate under the Medworxx name.

Under the terms of the Arrangement Agreement, shareholders of the Corporation will receive CDN$0.5656 per Common Share and Common Share equivalents, which represents a 15.43% premium to the closing price of the Common Shares on the TSX Venture Exchange (the "TSXV") on August 27, 2015, the date of signing the Arrangement Agreement, and a 50.8% premium to the closing price of the Common Shares on the TSXV on December 23, 2014, when the Corporation publically announced that its board of directors (the "Medworxx Board") had struck a special committee (the "Special Committee") to examine and consider strategic and financial alternatives available to Medworxx to enhance shareholder value (including, but not limited to, acquisitions by the Corporation, merger or other business combination, recapitalization, financing initiatives, a sale of all or a portion of the Corporation's assets, or any combination thereof). Holders of Medworxx's currently issued and outstanding 3,033,577 stock options, which are all in the money, will be paid the in the money amount of such options for total consideration of approximately CDN$920,000 (based on the number outstanding as at today). The 4,693,844 warrants that Medworxx has issued and outstanding, which are also all in the money, will be similarly paid the in the money amount on such warrants for total consideration of approximately CDN$780,000 (based on the number outstanding as at today). The Arrangement provides total consideration to shareholders and holders of options and warrants of Medworxx of approximately CDN$17.3 million (based on the number of securities outstanding as at today) and will be funded by Aptean with cash on hand or through its existing line of credit. The transaction is not contingent on financing.