Shareholders Overwhelmingly Approve Transaction with Thoma Bravo

LIMERICK, Ireland, July 30, 2026 (GLOBE NEWSWIRE) -- kneat.com, inc. (TSX: KSI) (OTCQX: KSIOF), (“Kneat” or the “Company”), the global leader in digital validation and quality process automation, today announced that, at its Special Meeting of Shareholders (the “Meeting”) held earlier today, the Company’s shareholders approved the previously announced plan of arrangement (the “Proposed Transaction”) whereby Kneat will be acquired by an affiliate of Thoma Bravo, L.P. (“Thoma Bravo”).

“We appreciate the strong support of our shareholders whose approval marks an important milestone toward completing our value-maximizing transaction with Thoma Bravo,” said Carol Leaman, Chair of the Special Committee of the Board of Directors. “With Thoma Bravo’s partnership, operational expertise and deep software sector experience, we will be well-positioned to accelerate Kneat’s industry-leading position in digital validation and quality process automation.”

Shareholders approved the Proposed Transaction by special resolution, with approximately 87% of votes cast at the Meeting in favour (and 84% of votes cast on a disinterested basis, excluding votes required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions). Final vote results from the Meeting will be available on the Company’s website at www.kneat.com and under the Company’s profile on SEDAR+ at www.sedarplus.ca.

The Proposed Transaction remains subject to certain customary closing conditions, including the granting of the Final Order by the Ontario Superior Court of Justice (Commercial List) approving the Proposed Transaction. The hearing for the Final Order is scheduled for August 4, 2026, and assuming that the necessary court approval is obtained and the other closing conditions are satisfied or waived, it is anticipated that the Proposed Transaction will close shortly thereafter.

About Kneat

Kneat Solutions provides leading companies in highly regulated industries with unparalleled efficiency in validation and compliance through its digital validation platform Kneat Gx. As an industry leader in customer satisfaction, Kneat boasts an excellent record for implementation, powered by our user-friendly design, expert support, and on-demand training academy. Kneat Gx is an industry-leading digital validation platform that enables highly regulated companies to manage any validation discipline from end-to-end. Kneat Gx is fully ISO 9001 and ISO 27001 certified, fully validated, and 21 CFR Part 11/Annex 11 compliant. Optional AI capabilities within Kneat Gx accelerate the validation lifecycle, from content generation to review and analysis, while maintaining full GxP compliance, governance, and data integrity. Multiple independent customer studies have shown that Kneat Gx reduces man-hours associated with validation documentation by up to 50%, accelerates review and approval cycles by up to 50%, and consistently supports higher standards of regulatory compliance. For more information visit www.kneat.com.

Cautionary Note Regarding Forward-Looking Information

This press release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) within the meaning of applicable securities laws. Such forward-looking information or statements (“FLS”) are provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes. Any such FLS may be identified by words such as “proposed”, “expects”, “anticipates”, “intends”, “may”, “will”, and similar expressions. FLS contained or referred to in this press release includes, but is not limited to, statements regarding the proposed timing and various steps contemplated in respect of the Transaction, including obtaining the Final Order, and the results of the completion of the Transaction, the state of the markets in which Kneat operates, future results for Kneat should the transaction not close, including its profitability, cash flow and share price, benefits to customers, future innovation, creation of value for stakeholders, acceleration of the future of digital validation and other quality management software, and capturing growth opportunities.

FLS are based on a number of factors and assumptions which have been used to develop such statements and information, but which may prove to be incorrect. Although the Company believes that the expectations reflected in such FLS are reasonable, undue reliance should not be placed on FLS because the Company can give no assurance that such expectations will prove to be correct. Factors that could cause actual results to differ materially from those described in such FLS include, without limitation, the following factors, many of which are beyond the Company’s control and the effects of which can be difficult to predict: (a) the possibility that the Transaction will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, required Court approval and other conditions of closing necessary to complete the Transaction or for other reasons; (b) risks related to tax matters; (c) the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Transaction; (d) risks relating to the Company’s ability to retain and attract key personnel during and following the interim period; (e) the possibility of litigation relating to the Transaction; (f) credit, market, currency, operational, liquidity and funding risks generally and relating specifically to the Transaction, including changes in economic conditions, interest rates or tax rates; (g) business, operational and financial risks and uncertainties relating to geopolitical events; (h) risks related to the Company’s ability to retain existing customers and attract new customers, execute on growth strategies, advance its product line and protect its intellectual property rights and proprietary information; (i) risks related to the Company’s ability to prevent unauthorized access to or disclosure, loss, destruction or modification of data, through cybersecurity breaches or computer viruses disrupting the functionality of the Company’s products; (j) the impact of competition; (k) changes and trends in the Company’s industry and the global economy; and (l) the identified risk factors included in the Company’s public disclosure, including the annual information form dated February 25, 2026, which is available on SEDAR+ at www.sedarplus.ca and on the Company’s website at investors.kneat.com. If any of these risks or uncertainties materialize, or if the assumptions underlying the FLS prove incorrect, actual results or future events might vary materially from those anticipated in the FLS. Although the Company has attempted to identify important risk factors that could cause actual results to differ materially from those contained in FLS, there may be other risk factors not presently known to the Company or that the Company presently believes are not material that could also cause actual results or future events to differ materially from those expressed in such FLS. The FLS in this press release reflect the current expectations, assumptions, judgements and/or beliefs of the Company based on information currently available to the Company, and are subject to change without notice.

Any FLS speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any FLS, whether as a result of new information, future events or results or otherwise, except as required under applicable securities laws. The FLS contained in this press release are expressly qualified by this cautionary statement. For more information on the Company, please review the Company's continuous disclosure filings that are available at www.sedarplus.ca.

For further information:

1382-5745-0018

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