SOURCE: ER Urgent Care Centers

August 14, 2008 08:30 ET

ER Urgent Care Holdings, Inc. to Offer Plan to Exchange Common Stock for Preferred Stock Valued at $1.00 Per Share

MIAMI, FL--(Marketwire - August 14, 2008) - ER Urgent Care Holdings, Inc. (PINKSHEETS: ERUC) is pleased to announce that the Company's Board of Directors has approved a plan to offer to Shareholders the opportunity to exchange their Common Stock for shares of a new series of Preferred Stock. This plan calls for each one thousand shares of the Company's Common Stock tendered to be exchanged for one share of the Company's newly created Preferred Stock, having a stated value of $1.00 per share. The Company expects that the exchange will be based upon the value of Common Stock shares of $0.001 per share. The shareholders would also receive warrants to purchase additional shares of the Company's Common Stock at $.01 per share. The company intends to announce the definitive offering within the very near future with a letter to shareholders shortly thereafter.

A shareholder would be required to tender a minimum number of shares of Common Stock in order to take part in this exchange offer. The Preferred Stock will also be convertible into Common Stock. The Company intends to institute this program in September 2008.

ER Urgent Care also intends to retire all shares of Common Stock that are turned into the Company, which would dramatically reduce the size of both the number of common outstanding shares of stock and the float.

"The Board observed that it is its opinion that our current share price is not representative of its true value and that, following the exchange, these shares should be trading at higher levels. Our Company is going through several significant transitions including the recent agreement with Cinergy Health, a large, nationwide health plan company, headquartered in Florida. We agree that a share exchange program is in the best interests of ERUC and its shareholders," stated Mark Solomon, President of ER Urgent Care Holdings, Inc.

About ER Urgent Care Holdings Inc.:

ER Urgent Care Holdings Inc. operates ER Urgent Care Centers in South Florida. The "true, bona-fide, Urgent Care Center" is a one-stop shop where patients can receive premier health care and after-hours care at a fraction of the cost of emergency room visits. With the "Urgent Care Center" model emergency rooms will no longer lose money on ER patients with minor injuries and illnesses and the HMOs will no longer have to pay exorbitant claims for non-admitted patients. ER Urgent Care Centers create a win-win situation for everyone, filling the financial and service gap between primary care physicians (PCPs) and hospital emergency rooms.

Statements contained in this news release, other than those identifying historical facts, constitute "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934 and the Safe Harbor provisions as contained in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements relating to the Company's future expectations, including but not limited to revenues and earnings, technology efficacy, strategies and plans, are subject to safe harbors protection. Actual Company results and performance may be materially different from any future results, performance, strategies, plans, or achievements that may be expressed or implied by any such forward-looking statements. The Company disclaims any obligation to update or revise any forward-looking statements.

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