CLOUDMD SOFTWARE & SERVICES INC. ("DOC")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: January 18, 2021
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for expedited filing a Share Purchase Agreement dated December 8, 2020 (the "Agreement") between CloudMD Software & Services Inc. (the "Company"), Humanacare Organizational Resources Inc. ("Humanacare"), First Health Care Services of Canada Inc. ("First Health"), Paul Duffy, Wendy Duffy, Carson Duffy Investments Inc., Spronic Holdings Ltd., Jamie Marcellus, JL Marcellus Holdings Inc. (collectively, the "Sellers") whereby First Health owns 100% of the issued and outstanding shares in the capital of HumanaCare and the Company will acquire 100% of the issued and outstanding shares in the capital of First Health.
Under the terms of the Agreement, the Company will make cash payments of $6,300,000 and will issue 2,369,791 common shares at a deemed price of $2.88 per common share on closing and a performance based earnout payment payable by the issuance of 1,519,097 common shares at a deemed price of $2.88 per common share over a period of 2 years. The deemed price per share is subject to a minimum floor price of $2.62 per common share, being the Discounted Market Price. The first earnout is contingent on achieving a revenue of at least $4,000,000 for the period ended December 31, 2021. The second earnout is contingent on achieving a revenue of $5,000,000 for the period ended December 31, 2022.
Please refer to the Company's news releases dated October 28, 2020 and January 12, 2021 for further details.
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