NBLY Neighbourly Pharmacy Inc

CloudMD Software & Services Inc. (TSXV: DOC, OTCQX: DOCRF, Frankfurt: 6PH) (the “Company” or “CloudMD”), a healthcare technology and innovative health services company transforming the delivery of care, is pleased to announce that it has entered into a definitive agreement (the “Agreement”) with Neighbourly Pharmacy Inc. (TSX:NBLY) (“Neighbourly”) for the sale of its British Columbia based pharmacies for approximately $3.8 million. Neighbourly is Canada’s largest and fastest growing network of independent pharmacies, with 284 locations across Canada following completion of this transaction. 

Under the Agreement, CloudMD has agreed to sell Neighbourly its two brick-and-mortar retail pharmacies, Cloverdale Pharmacy Ltd. and Steveston Health Centre Ltd., located in Surrey and Richmond BC, respectively. These two pharmacies were referenced on a no-names basis in a Neighbourly press release on November 24th (1). The divestitures of the two pharmacies will not affect the services the Company currently delivers within its core business. 

On October 11th, CloudMD also announced that it had entered into a definitive agreement to divest its clinics and Cloud Practice asset to WELL Health for $5.75 million. In total, CloudMD has generated over $9 million in non-dilutive capital as part of its strategy to divest its non-core assets and focus on the performance and growth of its core business, Enterprise Health Solutions (“EHS”) and Digital Health Solutions (“DHS”).

Karen Adams, CEO of CloudMD commented, “We are pleased with the progress and non-dilutive capital we’ve been able to generate through the divestiture of assets in our non-core Clinics and Pharmacies division. Between this transaction and the previously announced divestiture of Cloud Practice and clinics we’ve generated over $9 million in capital we can redeploy for the growth of our EHS Division, which will allow us to continue scaling our core business. Given these challenging and unpredictable markets, we remain focused on delivering meaningful, revenue growth, driving near-term profitability, prudent cash management and improving operating expenses to provide long-term operational consistency and stability.”

Transaction Details

The consideration to be paid by Neighbourly in connection with the acquisition of the pharmacies from CloudMD is approximately $3.8 million in cash. Closing of the transaction is subject to standard closing conditions and the consideration is subject to standard adjustments.

INFOR Financial Group acted as exclusive financial advisor and Cassels Brock & Blackwell LLP acted as legal advisor to CloudMD. The transaction is expected to close in the fourth quarter of 2022.

(1) https://investors.neighbourlypharmacy.ca/news/news-details/2022/Neighbourly-Announces-Agreements-to-Acquire-Eight-Pharmacies/default.aspx

About CloudMD Software & Services

CloudMD 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 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 business is separated into three main divisions: Clinics and Pharmacies, Digital Solution and Enterprise Health Solutions, the Company’s fastest growing division. CloudMD’s Enterprise Health Solutions Division has built a leading employer healthcare solutions, 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 currently services a direct ecosystem of over 5,700 clinicians including, 1,800+ mental health practitioners, 1,600+ allied health professionals, 1,400+ doctors and nurses and covers 12 million individual lives across North America. For more information visit: https://investors.cloudmd.ca.

ON BEHALF OF THE BOARD OF DIRECTORS        “Karen Adams”Chief Executive Officer

FOR ADDITIONAL INFORMATION, CONTACT:

Julia BeckerVP, Investor Relations julia@cloudmd.ca(604) 785-0850

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 news release contains “forward-looking statements” and “forward-looking information” within the meaning of Canadian securities laws, including statements about the Company’s growth strategy and statements regarding the sale of non-core assets to Well, including the expected timing of closing of such sale. These statements are based upon information currently available to CloudMD’s management. 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 news release are based on certain factors and assumptions made by management of CloudMD based on their current expectations, estimates, projections, assumptions and beliefs regarding their business and CloudMD does not provide any assurance that actual results will meet management’s expectations. While management considers 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 Company’s MD&A (which is filed under the Company’s 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 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 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.