CloudMD Announces Update on VisionPros

VANCOUVER, British Columbia, Jan. 24, 2022 – CloudMD Software & Services Inc. (TSXV:DOC)(OTCQB:DOCRF)(the “Company” or “CloudMD”) , a healthcare technology company transforming the delivery of care, is providing an update on its subsidiary, VisionPros, which was acquired on June 23, 2021. The Company has been advised of claims from certain suppliers to VisionPros for the repayment of rebates and reassessments for approximately $3.73 million (the “Claims”). The Claims arise from violations of existing distribution agreements VisionPros has with these suppliers and are in relation to the business conducted by VisionPros prior to its acquisition by CloudMD Software & Services Inc. (TSXV:DOC)(OTCQB:DOCRF). The Company has strong relationships with these suppliers and is working cooperatively with them to assess the Claims and to negotiate the terms of new distribution agreements.

CloudMD’s Software & Services Inc. (TSXV:DOC)(OTCQB:DOCRF) Board of Directors has authorized the Audit Committee to conduct a comprehensive review of the Claims and the business of VisionPros. In connection with that review, the Audit Committee will consider, among other things, the amount of goodwill for this acquisition that will be reflected in the Company’s annual financial statements for the year ended December 31, 2021.

The Audit Committee will also review and assess the avenues available to the Company for recovery against the former owners of VisionPros in connection with the Claims, which would be in addition to the indemnification holdback of 1,090,909 shares and $3 million of cash as provided in the definitive agreement for the acquisition.

The Audit Committee has commenced its review and the Company will make further announcements as appropriate.

About CloudMD Software & Services

CloudMD Software & Services Inc. (TSXV:DOC)(OTCQB:DOCRF) is transforming the delivery of healthcare using technology and 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 Software & Services Inc. (TSXV:DOC)(OTCQB:DOCRF) proprietary technology, the Company delivers quality healthcare through a holistic offering including hybrid primary care clinics, specialist care, telemedicine, mental health support, healthcare navigation, educational resources, and artificial intelligence (AI). CloudMD’s Software & Services Inc. (TSXV:DOC)(OTCQB:DOCRF) business is separated into three main divisions: Clinics and Pharmacies, Digital Solution, and Enterprise Health Solutions, the Company’s fastest-growing division. CloudMD’s Software & Services Inc. (TSXV:DOC)(OTCQB:DOCRF) Enterprise Health Solutions Division has built a leading employer healthcare solution, including its Comprehensive Integrated Health Services Platform, which offers one comprehensive, digitally connected platform for educational institutions, corporations, insurers, and advisors to better manage the health and wellness of their students, employees, and customers.

CloudMD’s Software & Services Inc. (TSXV:DOC)(OTCQB:DOCRF) 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.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This press release contains “forward-looking statements” and “forward‐looking information” within the meaning of Canadian securities laws. Forward-looking statements in this press release include, but are not limited to, statements with respect to the amount of the Claims; entering into new distribution agreements; the amount of goodwill in the annual financial statements; recovery against the former owners; and further announcements. These statements are based upon information currently available to CloudMD’s Software & Services Inc. (TSXV:DOC)(OTCQB:DOCRF). All information that is not clearly historical in nature may constitute forward‐looking statements. In some cases, forward‐looking statements may be identified by the use of terms such as “forecast”, “assumption” and other similar expressions or future or conditional terms such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “project”, “will”, “would”, and “should”. Forward-looking statements contained in this press release are based on certain factors and assumptions made by the management of CloudMD’s Software & Services Inc. (TSXV:DOC)(OTCQB:DOCRF) based on their current expectations, estimates, projections, assumptions, and beliefs regarding their respective businesses and CloudMD’s Software & Services Inc. (TSXV:DOC)(OTCQB:DOCRF) does not provide any assurance that actual results will meet management’s expectations. While they consider these assumptions to be reasonable based on information currently available to them, they may prove to be incorrect. Such forward‐looking statements are not guarantees of future events or performance and by their nature involve known and unknown risks, uncertainties, and other factors, including those risks described in the respective Management’s Discussion and Analysis and Annual Information Form of CloudMD’s Software & Services Inc. (TSXV:DOC)(OTCQB:DOCRF) (each of which has been filed under its issuer profile on SEDAR and can be accessed at www.sedar.com), that may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward‐looking statements. Although CloudMD’s Software & Services Inc. (TSXV:DOC)(OTCQB:DOCRF) has attempted to identify important factors that could cause actual actions, events, or results to differ materially from those described in forward‐looking statements, other factors may cause actions, events, or results to be different than anticipated, estimated, or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could vary or differ materially from those anticipated in such forward‐looking statements. Accordingly, readers should not place undue reliance on forward‐looking information. CloudMD’s Software & Services Inc. (TSXV:DOC)(OTCQB:DOCRF) does not undertake to update any forward-looking information, whether as a result of new information or future events or otherwise, except as may be required by applicable securities laws.