Vigil Health Solutions Reminds Shareholders of Upcoming Special Meeting of Securityholders

VICTORIA, British Columbia, March 03, 2022 (GLOBE NEWSWIRE) -- Vigil Health Solutions Inc. (“Vigil” or the “Company”) (TSXV: VGL) would like to remind shareholders of the upcoming special meeting of the holders (the “Shareholders”) of common shares in the capital of Vigil (“Common Shares”) and holders (the “Optionholders” and together with the Shareholders, the “Securityholders”) of options (the “Options” and together with the Common Shares, the “Securities”) to purchase Common Shares to consider and approve the previously announced statutory plan of arrangement (the “Arrangement”) involving the Company and ABLOY Canada Inc. (the “Purchaser”), a subsidiary within the ASSA ABLOY Group, all as more particularly described in the Company's management information circular dated as of February 4, 2022 (the “Circular”). The meeting is to be held at 11:00 A.M. (Vancouver time) on March 16, 2022, at The Vancouver Island Technology Park, 2201-4464 Markham Street, Victoria, British Columbia. A copy of the Circular is available under Vigil’s profile on SEDAR at www.sedar.com.

At the meeting, Securityholders will be asked to consider and vote on a special resolution to approve the Arrangement (the “Arrangement Resolution”). The Arrangement Resolution must be approved, with or without variation, by the affirmative vote of: (i) at least 66⅔% of the votes cast by Shareholders, present in person or represented by proxy at the Meeting; (ii) at least 66⅔% of the votes cast by Shareholders and Optionholders, present in person or represented by proxy at the Meeting, voting together as a single class, and (iii) a simple majority of the votes cast by Shareholders, present in person or represented by proxy at the Meeting, excluding for this purpose votes attached to Common Shares required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions (the “Disinterested Shareholder Resolution”). The votes of Troy Griffiths (921,207 Common Shares), Steven Smith (1,304,266 Common Shares), Jacquie Langley (275,973 Common Shares) and Nicola Chalmers (177,117 Common Shares) will be excluded from the Disinterested Shareholder Resolution as such persons may be considered to receive a “collateral benefit” (as defined in Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions) in connection with the Arrangement.

If approved by Securityholders, and subject to the final court approval and satisfaction or waiver of conditions to closing, including receipt of the final approval of the TSX Venture Exchange (the “TSXV”), the Purchaser will acquire all of the Common Shares of Vigil at a price of $0.67 per share in cash. The total equity value of the transaction is approximately $12.55 million. The transaction is expected to close on or around April 1, 2022. The Common Shares will thereafter be delisted from the TSXV.

Securityholders are encouraged to carefully review the Circular, as it contains important information regarding the Arrangement and its consequences to Securityholders, and to vote in advance of the Meeting. Registered Shareholders and Optionholders should send their completed proxies to Computershare Investor Services Inc., Attention: Proxy Department, 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1 so that they arrive before 11:00 A.M. (Vancouver time) on March 14, 2022. Non-registered Shareholders should carefully follow the instructions in the proxy-related materials provided to them by their broker, investment dealer, bank, trust company or other intermediary on how to vote at the Meeting.

About ASSA ABLOY

The ASSA ABLOY Group is the global leader in access solutions. The Group operates worldwide with 48,000 employees and sales of SEK 88 billion. The Group has leading positions in areas such as efficient door openings, trusted identities and entrance automation. ASSA ABLOY's innovations enable safe, secure and convenient access to physical and digital places. Every day, ASSA ABLOY help billions of people experience a more open world.

About Vigil

Vigil offers a proprietary technology platform combining software and hardware to provide comprehensive solutions to the expanding seniors’ housing market. Vigil has established a growing presence in North America and an international reputation for being on the leading edge of systems design and integration. Vigil’s objective is to offer solutions for the full continuum of care. Vigil’s product range includes the innovative wireless Vitality Care System™ featuring discreet 'mini pendants', a nurse call system, mobile fall and incontinence monitoring, resident check in and the award-winning Vigil Memory Care System. Learn more about the company at www.vigil.com.

Forward-Looking Statements.

This news release contains forward-looking information within the meaning of applicable securities laws in Canada (collectively, “forward-looking statements”). The words "anticipates", "believes", "budgets", "could", "estimates", "expects", "forecasts", "intends", "may", "might", "plans", "projects", "schedule", "should", "will", "would" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements include but are not limited to statements regarding the Arrangement; the potential acquisition of Vigil by the Purchaser in an all-cash transaction; the special meeting of Securityholders; the necessary shareholder, court, and TSXV approvals; the timing of the closing of the Arrangement; and the delisting of the Common Shares from the TSXV.

With respect to the forward-looking statements contained in this news release, Vigil has made numerous assumptions regarding, among other things: the Purchaser’s ability to finance the transaction; and the ability of Vigil and the Purchaser to satisfy all of the closing conditions to complete the transaction. Readers are cautioned that the plans, intentions or expectations disclosed in any forward-looking statements and underlying assumptions may not be achieved and that they should not place undue reliance on any forward-looking statement. Actual results or events could differ materially from the plans, intentions, expectations, and assumptions expressed or implied in any forward-looking statements as a result of numerous risks, uncertainties and other factors, including those relating to: the possibility of not satisfying all of the closing conditions to complete the transaction; the possibility that Vigil's securityholders do not approve the transaction at Meeting; the possibility that the applicable court does not approve the Arrangement; the possibility that all required regulatory approvals, including the approval of the TSXV are not received; competition from other healthcare technology companies; and economic and capital market conditions.

For a more thorough discussion of the risks associated with Vigil's business, see the "Risks and Uncertainties" section in Vigil's management’s discussion and analysis for the year ended March 31, 2021, filed with the securities regulators in Canada at www.sedar.com. Although the Company has attempted to identify important risks, uncertainties and other factors that could cause actual results or events to differ materially from those expressed or implied in the forward-looking statements, there may be other factors that cause actual results or events to differ from those expressed or implied in the forward-looking statements. All forward-looking statements are qualified in their entirety by this cautionary statement and Vigil undertakes no obligation to revise or update any forward-looking statements as a result of new information, future events or otherwise after the date hereof.

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Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.