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CloudBench Applications, Inc. Announces Details of Distribution of Sale Proceeds to Shareholders

2008-07-23 17:22:00

CloudBench Applications, Inc. Announces Details of Distribution of Sale Proceeds to Shareholders

VICTORIA, BRITISH COLUMBIA–(EMWNews – July 23, 2008) – CloudBench Applications, Inc. (formerly Municipal Solutions Group, Inc.) (TSX VENTURE:CBH) (“CloudBench” or the “Company”) announces the results of shareholder elections pursuant to the information circular dated June 16, 2008 whereby shareholders were asked to make an election with respect to two options (Option 1 and Option 2) regarding their shares. Shareholders who elected Option 1 would have their shares redeemed for $0.144 per share and would be issued subscription receipts, which would entitle them to receive their pro rata portion of any amounts paid to the Company following the closing of the sale transaction with N. Harris Computer Corporation (the “Transaction”), which closing was announced July 18, 2008. Shareholders who elected Option 2 would receive a return of capital of $0.06 per share and would continue to hold their CloudBench shares.

The result of the shareholder elections were as follows:



# shares Capital Distribution Amount
Option 1: 4,288,408 $617,530.75
Option 2: 14,296,238 $857,774.28

 

Subsequent to the closing of the Transaction, Pender Growth Fund (VCC) Inc. (“Pender”), the Company’s majority shareholder, converted $950,000 principal amount 12% series A convertible secured debentures of the Company at $0.175 per share, resulting in the issue of 5,428,571 shares, which will be eligible for an Option 2 capital distribution of $325,714.26.

As a result of the shareholder elections and the conversion of the Pender debentures the outstanding shares of the Company are 19,724,809.

In order to effect the distribution of capital to shareholders who chose Option 2, the Company will apply to the Supreme Court of British Columbia for an order authorizing the distribution of capital of $0.060 per share. The Company is required to substitutionally serve its shareholders with the petition and supporting affidavits for that application by issuing this press release and mailing a notice containing the same information to its registered shareholders.

Copies of the petition and supporting affidavits for the application can be obtained from Stephen Antle of Borden Ladner Gervais LLP, at (604) 640-4101 or [email protected]. Shareholders wishing to appear at the application are required to file with the court and deliver to Mr. Antle appearances within seven days of this press release if they reside in B.C., 21 days if elsewhere in Canada, 28 days if in the U.S. and 42 days if elsewhere. The British Columbia Rules of Court set out further procedures such shareholders would have to follow to file and deliver the evidence on which they would rely at the application.

CloudBench Applications intends to schedule the application for hearing as soon as possible. If no shareholders file and deliver appearances, it will schedule the application as soon as possible after the time for them to do so has expired. If any shareholders do file and deliver appearances, it will schedule the application as soon as possible under the procedures in the Rules of Court.

About CloudBench Applications, Inc.

CloudBench Applications, Inc. provides a web-based solution, called Local Government Manager, to meet the needs of local governments who wish to employ the growing SaaS (software as a service) software model, rather than an On Premises solution. Local Government Manager offers new levels of security, flexibility and efficiency for the permitting and inspections, code enforcement and planning needs of local governments.

Forward-Looking Statements

Certain statements in this news release are not historical and may constitute forward-looking statements reflecting CloudBench Applications, Inc.’s current expectation in the local government sector. These statements are subject to important risks, uncertainties and assumptions concerning future conditions that may ultimately prove to be inaccurate and may differ materially from actual events or results.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this press release.

For more information, please contact

CloudBench Applications, Inc.
David Roberts
President & CEO
(604) 630-5450
Email: [email protected]

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