CloudMD Closes Acquisition of HumanaCare, an Industry Leader in Employee Health Services, Providing a Transformational Platform that Promotes Short and Long-Term Health and Wellness - Seite 2

HumanaCare’s current annualized revenue run rate⁽¹⁾ is approximately $3.3 million with EBITDA (earnings before interest, taxes, depreciation and amortization) margins that are greater than 19 per cent. Upon closing, the acquisition of HumanaCare will be immediately accretive to CloudMD with synergies the Company believes will drive further revenue and increased EBITDA margin through cost savings achieved through scaling of operations and by tapping into CloudMD’s network of counsellors, nurses, and other healthcare professionals.

Terms of Acquisition

HumanaCare was acquired by way of the the Company’s acquisition of 100% of the issued and outstanding shares of First Health (the “Purchased Shares”), which owns 100% of the issued and outstanding shares in the capital of HumanaCare.

In consideration for the purchase of 100% of the Purchased Shares, CloudMD has agreed to pay the sellers thereof an aggregate consideration of $17.5 million payable as follows: (i) $6.3 million in cash, subject to a working capital adjustment; (ii) $6.825 million in common shares of the Company; and (iii) a performance-based earnout of $4.375 million, which is payable in common shares of the Company in equal annual issuances over a period of two years. All common shares issued pursuant to the acquisition will be issued at a deemed price of $2.88 per share and are priced by calculating the 10-day volume-weighted average trading price of the Company's common shares for the 10 trading days prior to the execution of the binding term sheet (press release dated October 28, 2020). The common shares will be subject to certain contractual restrictions on trading for a period of 25 months from the date of issuance.

(1) Annual revenue run rate figures are calculated based on annualizing the total current contracted revenue based on signed agreements. This figure includes approximately $372,000 of signed contracts with start dates ranging from November 1, 2020 to January 1, 2021.

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.