Largest directory of trusted, highly-segmented information on 91,000 practicing physicians and 10,000 residents and nurse practitionersVANCOUVER, British Columbia, Jan. 22, 2021 (GLOBE NEWSWIRE) -- CloudMD Software & Services Inc. (TSXV: DOC, OTCQB: DOCRF, Frankfurt: 6PH) (the “Company” or “CloudMD”), a telehealth company revolutionizing the delivery of healthcare to patients, is pleased to announce that it has closed the previously announced acquisition of Canadian Medical Directory (“CMD”), Canada’s largest, most trusted, directory of medical professionals including 91,000 practicing physicians and 10,000 residents and nurse practitioners across the country. The robust, multi-layered database is genuinely unique as no other direct competitor has a SaaS platform that collects and vends the data in such a highly segmented, up-to-date way. CMD has been trusted as the gold standard for up-to-date information on all medical professionals across Canada in a standard national format. CMD is Canada’s leading source for profile and contact information on practicing physicians, specialists and nurse practitioners, across the country. It’s a key reference tool used by clinics, hospitals, medical placement firms, pharmaceutical companies, and manufacturers and distributors of medical equipment and supplies. CloudMD will be able to integrate the CMD database into its Juno EMR, billing, virtual care and telehealth platforms, as well as iMD Health’s leading educational resource databank. CloudMD will leverage the CMD brand, customer network and data, to power up and accelerate doctor acquisition and adoption. In addition, CloudMD will use its suite of products and resources to continue building and growing CMD’s robust database. CMD generated approximately $450,000 in high margin, 100% SaaS based revenues with earnings before interest, taxes, depreciation and amortization (EBITDA) margins exceeding 65%, resulting in an EBITDA of approximately $293,000 over the 12 month period ending September 30, 2020. The Company believes that there is significant opportunity to further optimize the revenue through integration and optimization. Terms of Agreement In consideration for the purchase of 100% of the assets and business of CMD, CloudMD has agreed to pay aggregate consideration of approximately $2.037 million payable as follows: (i) $250,000 in cash; (ii) approximately $1.42 million in shares of the Company; and (iii) a performance-based earnout of $368,000, which is payable in shares of the Company in annual issuances over a period of two years. All shares issued pursuant to the acquisition are issued at a deemed price of $2.47 per share and are priced by calculating the 10-day volume-weighted average trading price of the Company's shares for the 10 trading days prior to the execution of the binding term sheet (Press release dated October 21, 2020). The shares will be subject to certain contractual restrictions on trading for a period of 16 months from the date of issuance. About CloudMD Software & Services CloudMD is digitizing the delivery of healthcare by providing a patient centric approach, with an emphasis on continuity of care. The Company offers SAAS based health technology solutions to healthcare providers across North America and has developed proprietary technology that delivers quality healthcare through a holistic offering including hybrid primary care clinics, specialist care, telemedicine, mental health support, educational resources and artificial intelligence (AI). CloudMD currently services a combined ecosystem of over 500 clinics, almost 4000 licensed practitioners and 8 million patient charts across North America.ON BEHALF OF THE BOARD OF DIRECTORS “Dr. Essam Hamza, MD" Chief Executive Officer FOR ADDITIONAL INFORMATION CONTACT: Julia Becker VP, Investor Relationsjulia@cloudmd.ca Forward Looking Statements This news release contains forward-looking statements, including statements regarding projected revenue, completion of the CMD acquisition, future business synergies and cost savings. Such forward-looking statements are based on CloudMD’s expectations, estimates and projections regarding its business and the economic environment in which it operates, including the expectations regarding closing of the CMD acquisition and the ability of the Company to carry out its business plans. Although CloudMD believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. Therefore, actual outcomes and results, including revenue projections, may differ materially from those expressed in these forward-looking statements and readers should not place undue reliance on such statements. These forward-looking statements speak only as of the date on which they are made, and CloudMD undertakes no obligation to update them publicly to reflect new information or the occurrence of future events or circumstances, unless otherwise required to do so by law. Non-GAAP and Non-IFRS Measures This press release refers to “EBITDA” and “EBITDA margins” which are non-GAAP and non-IFRS financial measures that do not have a standardized meaning prescribed by GAAP or IFRS. The Company’s presentation of these financial measures may not be comparable to similarly titled measures used by other companies. These financial measures are intended to provide additional information to investors concerning the Company’s and CMD’s performance. EBITDA is defined as earnings before interest, taxes, depreciation and amortization and EBITDA margins is defined as EBITDA as a percent of total revenue. EBITDA and EBITDA margins are Non-IFRS measures the Company uses as an indicator of financial health and excludes several items which may be useful in the consideration of the financial condition of the Company and CMD, as applicable, including interest expense, income taxes, depreciation, and amortization. The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.