CloudMD Closes Acquisition of VisionPros, a Rapidly Growing Digital Eyewear Platform

VANCOUVER, British Columbia, June 24, 2021 (GLOBE NEWSWIRE) -- CloudMD Software & Services Inc. DOCDOCRF6PH)) (the "Company" or "CloudMD"), a healthcare technology company revolutionizing the delivery of care, is pleased to announce that it has closed the previously announced acquisition of VisionPros¹, a vertically integrated digital eyewear platform that has serviced almost 1 million unique customers across North America.

VisionPros conveniently delivers contact lenses and glasses right to their customer's door, anywhere in North America, and at a fraction of the cost of traditional retail optical stores. The highly scalable business model includes a rapidly growing, e-commerce platform and innovative suite of digital vision care tools. VisionPros also offers a unique subscription offering, with flexible monthly billing options, at some of the lowest prices in North America. The multi-disciplinary platform also includes a brick-and-mortar clinic, online/in-person dispensary and a lens laboratory that manufactures and distributes lenses to eyecare partners for their own affordable KIND eyewear line.

VisionPros' digital platform shares many synergies with CloudMD's existing platform and provides significant opportunities for cross-selling and integration. The e-commerce platform gives CloudMD direct access to almost 1 million unique customer accounts and further secures the Company's footprint across North America. VisionPros' revenue for the year ended December 31, 2020, surpassed $22 million with adjusted earnings before interest, taxes, depreciation, and amortization ("Adjusted EBITDA") margin exceeding 10%.

Terms of Acquisition

In consideration for the purchase of 100% of the outstanding securities of VisionPros, CloudMD has paid shareholders of VisionPros: (i) $30 million in cash, subject to an estimated negative net working capital adjustment of $995,353; and (ii) $30 million in common shares of the Company at a deemed price of $2.75 per common share. In addition to the closing considerations, the Company may pay a performance-based earnout of up to an additional $40 million in common shares of the Company or cash, at the election of the Company, and is based on VisionPros meeting certain performance milestones with respect to VisionPros' revenue and technological developments following closing. Specifically, the Company will pay an additional $10 million to the vendors if VisionPros meets or exceeds the revenue target for the six months ending December 31, 2021, and an additional $10 million if VisionPros meets or exceeds the revenue target for the year ending December 31, 2022. In addition, the Company may pay the vendors up to an additional $20 million upon the development of certain new technologies prior to December 31, 2022. The common shares will be subject to certain contractual restrictions on trading for a period of 24 months from the date of issuance. Additionally, the Company will pay a finders' fee to an arm's-length party in accordance with TSX Venture Exchange policies by issuing 986,842 common shares of the Company at a deemed price of $3.04.

About CloudMD Software & Services

CloudMD is digitizing the delivery of healthcare by providing a patient-centric approach, with an emphasis on continuity of care. By leveraging healthcare technology, the Company is building one, connected platform that addresses all points of a patient's healthcare journey and provides better access to care and improved outcomes. Through CloudMD's proprietary technology, the Company 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's Enterprise Health Solutions Division includes one of the top 4 Employee Assistance Programs in Canada and offers one comprehensive, digitally connected platform for corporations, insurers and advisors to better manage the health and wellness of their employees and customers.

CloudMD currently services a combined ecosystem of over 7,000 psychiatrists, approximately 4,500 therapists and counsellors, approximately 4,000 psychologists, over 22,000 family physicians, over 34,000 medical specialists, over 1,500 allied health professionals, over 500 clinics, and over 5 million individuals across North America. For more information, visit: https://investors.cloudmd.ca.

ON BEHALF OF THE BOARD OF DIRECTORS

"Dr. Essam Hamza, MD"
Chief Executive Officer

FOR ADDITIONAL INFORMATION CONTACT:

Julia Becker
VP, Investor Relations
julia@cloudmd.ca

Forward Looking Statements

This news release contains forward-looking statements, including future business synergies, that are based on CloudMD's expectations, estimates and projections regarding its business and the economic environment in which it operates, including the expectations with respect to 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 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 "Adjusted EBITDA" and "Adjusted EBITDA margin" 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 VisionPros' performance. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation, amortization, and non-recurring items. Adjusted EBITDA margin is defined as Adjusted EBITDA as a percent of total revenue. Adjusted EBITDA and Adjusted EBITDA margin 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 VisionPros, 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.

¹ VisionPros, collectively, is comprised of 0869316 BC Ltd., 1143556 BC Ltd. and 1153046 BC Ltd.