CloudMD Software & Services Inc. (TSXV:DOC) signed a binding term sheet to acquire Medical Confidence Inc. for CAD 6 million on October 22, 2020. In consideration for the purchase of 100% of the outstanding securities of Medical Confidence, CloudMD has agreed to pay shareholders aggregate consideration of CAD 6.7 million payable as follows: (i) CAD 2.25 million in cash, subject to a working capital adjustment; (ii) CAD 2.25 million in shares of the company; and (iii) a performance-based earnout of CAD 1.5 million, which is payable 50% in shares of the company and 50% in cash in equal annual issuances over a period of two years. All shares issued pursuant to the acquisition are issued at a deemed price of CAD 2.625 per share and are priced by calculating the 10-day volume-weighted average trading price of the company's shares for the 10 trading days prior to the execution of the binding term sheet. The shares will be subject to certain contractual restrictions on trading for a period of 20 months from the date of issuance. Medical Confidence generated approximately CAD 2 million in revenues with EBITDA margins exceeding 26% over the last fiscal year ending March 2020. The acquisition is subject to customary closing conditions, including the execution of a definitive acquisition agreement and receipt of TSX Venture Exchange approval. The transaction is expected to close before November 30, 2020. The acquisition will be immediately accretive to CloudMD.