DOC CloudMD Software & Services 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 will be filing its management information circular and related voting materials (the “Meeting Materials”) for the annual and special meeting of shareholders (the “Meeting”) with Canadian regulators today. A copy of the Meeting Materials will be available at www.cloudmd.ca/investors and under the Company’s issuer profile on SEDAR, which can be accessed at www.sedar.com.

The Meeting is being held on December 15, 2022. As set out in the Meeting Materials, there are seven nominees for election as directors of the Company, including four new nominees (the “New Nominees”), one of whom will be the Chair. All of the New Nominees and two of the incumbent directors are independent and have held the roles of CEO, CFO, Chief Legal or Chief Information Officer at large public companies. They also have a wealth of experience working in healthcare and using technology to drive innovation and strong results for shareholders.

Dr. Essam Hamza and Christopher Cherry are not standing for re-election. The Company would like to thank them for their service.

Set out below are the nominees for election as directors of the Company at the Meeting and the Company recommends voting in favour of each of them.

Graeme McPhail – New Nominee – Independent (and Chair)

Graeme McPhail is a corporate director. He most recently served as the Chief Legal and Regulatory Officer and Corporate Secretary, Rogers Communications Inc. and Rogers Bank. In this role, he was responsible for legal, corporate governance, government relations, mergers and acquisitions, joint ventures, privacy, technology licensing, and litigation in a highly regulated industry.

John A. Hill – New Nominee – Independent

John Hill is currently the Senior Vice President, Digital and IT, and a member of the Senior Leadership team at Suncor Energy Inc. Prior to that, he was the Chief Information Officer at Rogers Communications Inc., and Saskatchewan Telecommunications, as well Chief Information Security Officer at Enbridge Inc.

Scott Milligan – New Nominee – Independent

Scott Milligan is a corporate director. Mr. Milligan was previously the Executive Vice-President and Chief Financial Officer of Lifeworks (formerly Morneau Shepell). Mr. Milligan was responsible for the development and execution of Lifeworks overall corporate strategy, merger and acquisition activities, information technology, as well as the corporate functions that manage and determine the financial health of the organization, including financial reporting, tax, treasury, real estate, investor relations, planning and analysis.

Larry Shumka – New Nominee – Independent

Larry Shumka is a highly accomplished entrepreneur who acts as an advisor and board member to companies servicing the insurance industry or leveraging technology for market disruption. Previously, Mr. Shumka was the founder of SCM Insurance Services, Canada largest claims adjusting company.

Duncan Hannay – Incumbent Nominee – Independent

Duncan Hannay is currently the President & CEO of Ontario Lottery and Gaming Corporation with more than 25 years of experience building and growing technology-driven businesses across a global footprint in the banking, wealth management, and gaming/entertainment sectors.

Gaston Tano – Incumbent Nominee – Independent

Gaston Tano is a senior finance executive with over 30 years of diverse industry experience in multiple global public companies. He is recognized as a proven finance leader with strong qualifications in capital markets, debt financing, restructuring, mergers and acquisitions, strategic planning, risk management and investor relations.

Karen Adams – Incumbent Nominee

Karen Adams is the Chief Executive Officer of CloudMD. She has held this position since August 2022. Ms. Adams joined CloudMD in 2020 and held a number of senior roles, including leading innovation and operations of the Enterprise Health Solutions (EHS) division. EHS, the largest division of CloudMD, provides healthcare navigation that enables the management of mental and physical health issues. Ms. Adams brings more than 20 years of senior executive experience in the healthcare, technology, insurance, and professional services sectors.

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 two main divisions: 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:

Mark KuindersmaInvestor Relationsmark.kuindersma@cloudmd.ca(519) 501-0545

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 filing the Meeting Materials and the Meeting. 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.