Good morning. My name is Kelsey, and I will be your conference facilitator today. At this time, I would like to welcome everyone to the joint CloudMD and MindBeacon acquisition webinar and conference call. All lines have been placed on mute to avoid any background noise. Please be advised that today's webinar is being recorded. Participants may submit questions throughout the webinar online, and management will address them during the question- and- answer period following the presentation. As a reminder, during this webinar, the company will be referring to certain revenue projections and other related financial information. This information is forward-looking. Additionally, all other statements made during this webinar will constitute forward-looking statements. For example, the words anticipate, continue, estimate, expect, may, will, project, should, believe, and similar expressions typically are used to identify forward-looking information. The use of the forward-looking information reflects management's firm views, expectations, estimates, and/or projections with respect to performance, business, and future events. These forward-looking statements and information are not a guarantee of future performance and involve inherent risks, uncertainties, and assumptions which are difficult to predict. These risks are set out in the company's Annual Information Form and Management's Discussion and Analysis, both available on www.sedar.com. In addition, the company will be discussing information pertaining to the acquisition at an early stage, or may be subject to the definitive agreement. As a result, there is no assurance that any proposed acquisition will be completed on the terms described. Listeners should not place undue reliance on forward-looking statements and information, which are qualified in their entirety by these cautionary statements. These statements speak only as of the date of the webinar, and we do not undertake any obligations to update or revise such forward-looking statements or information except as required by applicable securities laws. I would now like to introduce Mr. Dan Clark, CEO of MindBeacon. Mr. Clark, you may begin your presentation. Thank you. This morning, we press released our Q3 results as well as a joint release announcing the proposed acquisition of MindBeacon by CloudMD. Please see our MD&A and financials posted on SEDAR and our website. We'll be spending the time on this call discussing the acquisition and the exciting future as a combined company. I'm joined today on the call by Dr. Essam Hamza, CEO of CloudMD, and Karen Adams, President of CloudMD, as well as Daniel Lee, CFO of CloudMD, and John Plunkett, CFO of MindBeacon. We're excited about our combination with CloudMD. This transformational transaction will solidify CloudMD's position as one of the leading integrated health providers in North America. For those CloudMD shareholders who may not be familiar, MindBeacon's multifaceted growth strategy is focused on expanding our continuum of mental health care that includes self-guided psychoeducational and wellness content, peer-to-peer support, therapist-guided programs, and live therapy sessions, all offered virtually through a secure and private platform. Our acquisition of Harmony provides us with a beachhead in the United States. It increases our scale, reduces our customer concentration, builds our network, and establishes us as a U.S. provider of behavioral health with strong relationships with well-known clients and unions. We've been creating what we believe is the most robust mental healthcare company in Canada that no other company is close to matching. Our digitally native therapist-assisted internet-based cognitive behavioral therapy platform, or iCBT, is changing the therapy landscape and is one of the first commercially available in Canada. It's highly scalable, effective, efficient, and complementary to the whole person in chronic condition management. It's designed around end users, their health, and is designed to meet user preferences. It's accessible, available, affordable, and most importantly, proven to be effective. In our Q3, which we reported this morning, we had CAD 29 million in annualized run rate revenue, inclusive of our recent Harmony Healthcare acquisition, 66% year-over-year revenue growth, margins above 40%, and over CAD 50 million in cash on hand. I'm excited about the potential for MindBeacon as part of CloudMD's integrated end-to-end healthcare platform. Their offerings, which are sold both B2C and B2B, aimed at healthcare providers, employers, and government, will rapidly expand access and drive increased scale. Combined, we have a truly unique and world-class offering, and I believe CloudMD is the ideal partner for our collective patients, customers, and shareholders. I'll now pass it to Essam. Thank you, Dan, and welcome. Today is a great day for CloudMD and MindBeacon. I'd encourage everybody to review the press release, which has all the details of the transaction and the accompanying presentation. This transaction will solidify our position as one of the leading integrated health providers in North America. Our integrated approach to mental and physical health addresses the significant need for holistic healthcare and a team-based approach. Mental health is one of the fastest-growing segments in healthcare. The global behavioral health market is expected to increase to over $242 billion by 2027, with a CAGR growth of over 5% between 2020 and 2027. Due to rising healthcare costs, the employer market is taking on more of the healthcare burden and is expected to grow 130% by 2025 in Canada. We have seen the rising concern over mental health for individuals as a global health issue, and our integrated healthcare solution provides better access to care and improved healthcare outcomes. CloudMD is leading the innovation in healthcare delivery. As a family doctor for over 20 years, I recognized the need to transform the way healthcare was delivered. Fast-forward to today, CloudMD has delivered on a product roadmap to build and integrate whole person healthcare, and into a platform that addresses all points of patients' mental health and physical health and wellness from one comprehensive proprietary platform. Over the last year, we have aggressively executed on a plan to add a combination of preventative care and medically-focused capabilities through a combination of build or buy decisions. Each of the acquisitions we've made has been strategic and initially not for sale. They've been exceptional additions that have enabled us to create a unique full-service healthcare ecosystem on one proprietary platform that addresses all points of the patient's care while focusing on a holistic approach and whole- person care. As each acquired company has understood the CloudMD vision, agreed with our core pillars, and wanted to be part of the journey. Based on our leadership team's, combined medical expertise and health and employer health experience, I'm confident that we will be successful in integrating MindBeacon solutions into our robust ecosystem, driving long-term growth and value. Equally important for us is that Dan, Sam, and the board of MindBeacon share CloudMD's vision and recognize together that the whole is stronger than the sum of the parts. From the inception and throughout the build of this company, we've been guided by our three core pillars. First, person-centric whole person care is the future of healthcare delivery for our industry and really the whole world. This method removes the traditionally failed siloed care and replaces it with a system that puts the patient first and personalizes it to include their preference in social determinants of health. Also, by approaching healthcare from a team-based position, we can dynamically leverage experts in real time across the healthcare value chain to support better outcomes. It's well known that, when you deal with an acute problem early on, you have a better chance of avoiding it becoming a chronic condition, saving the patient from unneeded suffering and the system from millions of CAD. Secondly, you need a team led by regulated health professionals that understands the traditional pain points of the various stakeholders in this complex and fractured industry. We understand the patients, the providers, the payers, all their concerns, and also their role in the ecosystem and how to make it better. Thirdly, you need to own your own technology. Technology and data interoperability are key to scaling healthcare, making it more accessible and reducing costs. Through ownership of technology, we can streamline the process and manage and support everything from clinical decision trees, workforce management, and amplify business intelligence to provide improved care and measured outcomes. What's encouraging is that those same pillars are reflected in the MindBeacon team, which helped our companies connect almost immediately. This acquisition furthers our capabilities as an end-to-end solution that addresses mild, moderate, acute, and chronic mental and physical health through a range of low and high- intensity treatment options. MindBeacon's Internet cognitive behavioral therapy or iCBT solution reduces barriers to entry and is more affordable, accessible, and effective. They have one of the industry's leading clinically validated platforms based in North America, with 67% reporting clinically significant improved mental health. The mental health wellness platform has program options for some of the most prevalent mental health issues, with treatment for most of the common issues, such as anxiety, depression, PTSD, and addiction. We've proven our ability to integrate acquisitions, drive organic growth, generate synergies, and increase profitability, and we are extremely confident that we are going to do it again with MindBeacon. I'll pass the call to Karen to discuss in greater detail how we plan to leverage MindBeacon's capabilities within our existing employer health services and digital health solutions business. Karen? Thank you, and welcome everybody. Exciting day for CloudMD and MindBeacon. As Essam mentioned, we've created a healthcare product roadmap that focuses on enhanced user experience, creating engagement, and being outcome- driven by measuring symptom improvement and the changes of those who engage with our services. We are working with organizations and distribution partners to provide employees and individuals with access to our integrated offering. We are uniquely positioned to deliver an integrated health services platform because of the capabilities we have acquired and through our patented real-time intervention platform, commonly referred to as RTIP, which supports interoperability and the ability to merge disparate applications into a single platform. The RTIP platform supports receiving and storing personal health data from care plans, provider-based electronic medical records, health profiles, and benefit providers. The infrastructure, which originated from the U.S. Department of Justice, allows us to codify actions within the platform, drive insights and recommendations to personalize care based on users' actions in real time. We look forward to welcoming the MindBeacon platform to RTIP. We added mental health services in January 2021 to our offering, which provided episodic care for individuals with the unique value proposition of nurse navigation. This has resulted in higher client acquisition adoption rates due to utilization and strong user satisfaction scores while maintaining our focus on return to function. In Q2 of 2021, we added solutions that focused on student assistance programs, absence management, assessment solutions, employer health management services, rehabilitation, and return to work to augment our health platform. These acquisitions enabled us to deliver services across the continuum of prevention, intervention, and return to function. The data they generate on disability treatment and absenteeism has already led us to better understand if patients are accessing the right benefit service for the right situations and how to improve that through our navigation platform. MindBeacon will be integrated with our EFAP and student assistance programs and available on our integrated health services platform to support the broadest range of user types and needs, from subclinical to clinical access to care with full support to match a user's needs for autonomy. With MindBeacon, we will be able to give users more mental health support within the combined platform. Our technology will be able to service users with high-quality primary and mental health care while providing access to nurse-led employee assistance programs, where we will broaden our high-touch care navigation to deliver the right care at the right time. As a result, every individual receives the appropriate care through the modality of their choice that maximizes results while minimizing costs. CloudMD has been attracting customers from our competition based on our assessment triage tools, nurse-led navigation, health coaching, principles of behavior change and programming, and through the strength of our health, wellness, and occupational health services. These have a direct impact on reducing absenteeism and the duration of a disability. Adding MindBeacon's mental health platform will enable access to a broader mental health tool set that addresses the most significant barriers to getting mental health support, which are simply cost, access, and stigma. MindBeacon, combined with CloudMD, will make mental health care less challenging to navigate, be more cost-effective, and reduce the stigma. MindBeacon is aligned with our step care approach, and they, too, leverage progressive measurement to change the course of treatment for recovery. As you can see, it is a strong fit with our product philosophy to enable better health outcomes. Low-intensity iCBT will be highly accessible, and users can use it discreetly to improve everything from resilience to how they deal with stress, ultimately improving their overall well-being. This is precisely the solution employers and individuals are looking for to address employee wellness, inclusivity, and diversity. One of the greatest things about our comprehensive health platform and MindBeacon solution is that we can address mental and physical health issues, reduce wait times, treat comorbidity issues, and generate data that informs health outcomes that could also be leveraged for group benefit designs for advisors, insurers, and human resources teams. We provide our clients measurable results, faster access to specialists, clinical improvement in mental health engagement, and, with the platform, customer satisfaction and fantastic Net Promoter Scores. We hear time and time again from doctors, insurance companies, employers, and governments that they need to move from a siloed approach of self-care in selecting group benefit plan programs to an integrated solution that addresses the needs, creates engagement, and advocates for the individual. We will be able to create revenue expansion by selling into our client base and enabling our provider networks of medical professionals access to fast, accessible mental health care. Likewise, we will leverage MindBeacon's patient network and government relationships with the attendant potential to expand CloudMD's customer base. This acquisition will also accelerate our geographic expansion, including both the United States and globally. Our U.S. market penetration strategy ensures great geographic reach through iCBT, integrative comprehensive access to care with nurse coaches, and a focus on enabling coordinated care with all available healthcare providers. The acquisition also drives U.S. expansion through additional capabilities, modalities, cross-selling synergies, and the recent acquisition of a U.S.-based mental health provider. As Essam mentioned, we've proven our ability to integrate acquisitions and drive profitability, and we will do it again with MindBeacon. We've identified immediate cost savings from removing public company costs, but the mid to long-term synergies we see from adding them to our platform are much more exciting. We have the ability to leverage our network providers to lower the cost of administering their therapy and reduce their back-end costs by integrating them into our technology stack. We will assign an integration team that will address all of the areas that we are talking about above, with a focus on delivering an innovative, high-quality product that creates revenue, margin, and EBITDA expansion. We will achieve the revenue expansion as we introduce the MindBeacon platform to our existing clients and embed them in our healthcare productivity tools available to regulated healthcare professionals. As we have mentioned, this will be important for our U.S. expansion and our customer acquisition strategy. On the SG&A side, we can lower customer acquisition costs by leveraging the CloudMD brand, deploying the product across our existing customer base, and sharing marketing resources. We will pool our resources, drive efficiency in research and development, as well as general administrative costs, as we grow and expand. Dan, did you have anything you'd like to add on the synergies? Yes. Thanks, Karen. I'd like to add that we've identified CAD 2 million in immediate savings from removing duplicate public company costs. As Karen said, the much more exciting opportunity is the sharing of resources and the efficiencies that can be surfaced by fully integrating them within CloudMD. Turning to the transaction details. The full purchase price of the transaction is CAD 116 million or CAD 4.78 for each common share issued and outstanding of MindBeacon. Each common share of MindBeacon will be exchanged for CAD 1.22 in cash and 2.285 shares of CloudMD. This is equivalent to CloudMD paying a total of CAD 29.5 million in cash and issuing approximately 55.5 million common shares of CloudMD. MindBeacon shareholders will have a pro forma ownership of 18.8% of CloudMD. In addition to acquiring all of the issued and outstanding shares of MindBeacon, CloudMD will also acquire its cash on hand, which was CAD 53.9 million as at September 30, 2021, and we expect to have a cash balance exceeding CAD 60 million post-close. When accounting for the cash on MindBeacon's balance sheet, this implies an enterprise value of CAD 62 million or approximately 1.9x 2022 consensus revenues. We think this is a great deal for shareholders of both companies and offers an unbelievable room for upside as CloudMD continues to grow and capture market share in this exciting space. Now turning to the financial profile of CloudMD. CloudMD's current annualized revenue run rate is approximately CAD 155 million, and the addition of MindBeacon's annualized revenue run rate of CAD 29 million puts the combined company at approximately CAD 185 million. With respect to gross margin, this acquisition is accretive to CloudMD, with MindBeacon's gross margin traditionally being in the 40%+ range. The company expects its gross margin to be approximately 35% post-close. As both Essam and Karen mentioned, we've proven our ability to integrate acquisitions and drive profitability. We press released our preliminary Q3 results on November ninth, calling for positive Adjusted EBITDA. While we will take a momentary step back with the acquisition of MindBeacon, we have identified synergies, have a clear path to margin expansion, and expect to be able to once again integrate and improve profitability. The company projects to have cash on hand exceeding CAD 60 million post-close with an enterprise value of CAD 421 million. The cash balance is inclusive of cash we're inheriting from the acquisition of MindBeacon, the cash consideration we're paying to the MindBeacon shareholders, and all transaction-related costs that are due on closing. With that, I'd now like to turn the call back to the operator and open the call for questions. Thank you. Ladies and gentlemen, we'll now begin the question-and-answer session. Should you have a question, please press the star followed by the one on your touch-tone phone. You will hear a three-tone prompt acknowledging your request, and your questions will be pulled in the order that they are received. Should you wish to decline from the polling process, please press star followed by two. If you are using a speakerphone, please lift the handset before pressing any keys. One moment, please, for your first question. Your first question does come from Rob Goff from Echelon. Please go ahead. Thank you very much, and congratulations to everyone on the call on this deal. The strategic merits are very clear. My question would be one of the revenue synergies. Perhaps if you could further elaborate on how you see the revenue synergies, in particular in the U.S., upon implementation of the merger. Yeah. Thank you, Rob, and thank you for the kind words. I'll hand it over to both Karen and Dan. Maybe Karen talks first, maybe on the high- level aspects of what we see in terms of the synergies, and then maybe Dan, if he wants to add a little bit more detail. Sure. Thanks, Rob. You know, the immediate thing that we saw with MindBeacon is you will recall we hired some new sales resources in the U.S. You know, we knew that cross-border, the mental health was the driving factor for us, and as our foothold in the United States. One of the services or solutions that allows for the largest geographic reach and modality of care is ICBT. In particular, the MindBeacon platform is going to be fantastic for us in the U.S. in really accelerating and penetrating the mental health software market. The United States is much more aligned with the ICBT as a separate product and powerfully combined with our employee assistance program. I'll let Dan speak about Harmony and their recent acquisition, just how that would feed in with the sales strategy. We believe that gives us a good foothold in giving credibility to mental health in the U.S. Sure. Thanks, Karen. Just to kind of echo those sentiments, I mean, we couldn't be more excited. When you look at the recent Harmony acquisition and the employer base that we're already installed with there, it's clear that those employers have chosen Harmony for their high- quality mental health care services. Their own risk contracts are also a sought- after service company to deliver services to payers, for example. When you think about what CloudMD brings to that, it's substantial. You know, condition management services, a wide array of data analytics, occupational health services, you know, medication support. That's an excellent chassis for upsell even to the existing installed base, which includes both payers, providers, and employers. We see, you know, a substantial opportunity there to cross-sell and upsell across the U.S. Okay. Thank you. I realize this is all about pro forma organic growth, but could you also address how this might also impact your inorganic growth opportunities? Yeah. Maybe what I'll do is, if you're referring to the kind of ideas of the ability to tuck in other assets now into kind of a larger footprint that we have and the capability that we have now, you're right, Rob. I think MindBeacon has really proven with the Harmony acquisition that now we have a launching pad from the U.S. and the ability to grow quite rapidly there. But also, the iCBT market is growing very quickly around the world and has been proven as a proven therapy kind of going forward for scale. What I'll do is I'll just hand it over to Karen again, really briefly, to add a little bit to that, and then we can see if there's anything else to add. Yeah, I agree with Essam. You know, for us, it's twofold. As you know, Rob, it's always organic and inorganic growth for us. You know, acquisitions are always something we look at. You know, we'll need some time with the MindBeacon team just to look at our go-to-market strategy. As you know, we look for acquisitions that either add capabilities or add geographic reach for us. Those will be things we look forward to working with the MindBeacon team on for the go-to-market strategy. I'd also add, you know, when we look at our client base in Canada, I think one of the things that has always been our desire is we have these fantastic blue-chip clients that are cross-border. It is very common now for human resources teams to want to provide innovative group benefits to their employees cross-border, so that, you know, picking up on what's done in one country and bringing it into another country. We very much look forward to leveraging the very deep long-term relationships. We have many relationships that are 20 years plus with clients in our portfolio. I think we'll be looking at those clients and talking about how these products integrate cross-border to be able to then answer definitively our organic and inorganic strategy as we go forward. I hope that makes sense. That's perfect. Thank you very much. All the best. Your next question comes from Doug Taylor from Canaccord Genuity. Please go ahead. Yeah, thanks. Good morning. I'd like to ask another question about these: the top-line synergies you see between these two assets. I wonder if you'll comment on whether you have any significant customer overlap now. You know, have you bid on work, you know, against one another, with CloudMD's existing offering? Whether anything about your conversations with those customers and about your product offering supports the top-line synergies you envision on the back of this transaction. Yeah. Thanks, Doug. I'm gonna hand it over to Karen to speak to a little bit of that, and if you need, we can have Daniel Lee talk about some of the other synergies immediately. Doug, thank you for that question. The products are complementary, meaning they work together. One of the things when we did our capability analysis, we were missing the iCBT platform as part of our offering. We had two choices. We could build it, or we could go to the industry leader, and that's what we chose to do. They're very complementary inside organizations. In fact, I would say we don't compete. We work together. There are numerous examples of where MindBeacon and CloudMD work together in insurance relationships or in client relationships. This will be a complementary ad. It's not a takeaway. You know, I think one of the things that we look forward to doing is working with the sales and marketing team to come up with the new combined bundled offerings that we will be providing to customers. Customers will see this as a benefit to them because the staple products around mental health are employee assistance programs, and as we are morphing into, you've heard us talking about our health coaching product that we've been piloting for the past six months. This will be seen as a very positive upside to all of our existing clients, and I would assume and know that MindBeacon's clients are gonna feel the same way. That's the exciting thing for this, is that they are complementary and can be added together a much more powerful solution for people accessing care. Dan Lee, did you wanna m ake a comment? Sure. I think that's well said. I mean, look, I think as you said, these are quite complementary to one another. We complement one another not only in mental health and physical health, improving outcomes if you engage a patient who has a physical issue, but also mental disability or condition. We know that addressing both of those concurrently drives not only a better patient experience, but better value for the customers. Clearly, there's an expectation in the market now among employer groups that we make that patient experience an integrated one. We think that there's an opportunity here to increase same-store sales, as we mentioned earlier, with our existing customer base to look at bundling our products in different ways that would be attractive to our customers and further those growth initiatives. In ways, the existing CloudMD platform provides us with an outstanding chassis to also sell some of our, you know, coming Beacon in a Box products. You know, I think about things like data analytics, our curated modules, the iCBT solutions that we've been talking about. Getting our services embedded in the provider workflow and practice patterns is difficult unless you have that existing chassis that's relied upon by providers across the ecosystem, and this gives us an ideal opportunity to do just that. Actually, just maybe adding to that, to what Dan Clark just mentioned, just a little bit more color. We are gonna be able to embed the MindBeacon and the mental health platform into our EMR, into our provider platforms, helping them, you know, guide them to take care of their patients a lot better. For instance, as a primary care doctor, when you're seeing a patient and obviously, the mental health issues right now are quite high in terms of percentage of conditions that are being seen. You're often stuck 'cause you know that they need help, but you're stuck for time, you're stuck for the ability to interact with the other providers. You tell them they need therapy, let's say, and then they're on their own to find their own therapist, to self-advocate, to make sure they actually see them, they like them, they may have to switch. The therapist is not really talking to the provider often for that team-based approach. By adding this option to our EMR with a button while the doctor's seeing the patient, they'll be able to have an auto-populated form referred right to the therapist and guided right to the MindBeacon platform and have that interaction, hopefully with the therapist and the primary care doctor going forward in a dynamic way. We do see incredible efficiency and much better outcomes by this approach as well. I'd like to ask a question about the cost synergies as well. You highlight the CAD 2 million upfront, which seems straightforward, but there is another bucket of potential synergies from reducing the administration costs. Is there any way you can maybe quantify that a bit more for us? Mm-hmm. You know, in general, you know, looking for a little bit of extra color on how the combined entity, you know, how the timetable to returning either for MindBeacon with the synergies or for the company as a whole back to, you know, EBITDA, breakeven, and profitability would be helpful. No, that's a great question. I'm gonna start with Daniel Lee, and then Dan, you can refer to anybody else on the team that you would like. Daniel Lee. Sure. Great. Thanks, Essam. Hi, Doug. I wanna first start off with, you know, for the time being, MindBeacon, we will be focusing on growth, and we don't expect to be EBITDA positive in the very near term. We have identified CAD 2 million of immediate synergies that we will be realizing upon closing. Between the interim period and even upon closing, the CloudMD executive team, as well as the management team at MindBeacon, we will be working together in terms of identifying additional synergies. As Karen mentioned earlier on the call, we do see that there are synergies in terms of having a more efficient spend in terms of marketing, product development, but also there are back office support costs that we believe we will be able to realize, whether it's the HR, IT, finance, and accounting costs. I think it's still very early on, Doug, like we're not gonna be providing guidance today. But we will be taking a deeper dive with the team, and we'll be identifying more synergies, and we'll be quantifying that to the market when we're ready. Karen, did you wanna add anything to that? No, I think—I mean, I think for us it is about growth, but you know, one of the things I think we've done really well on every acquisition that we've done so far is we do strike an integration team. That integration team starts working on the immediate synergies, starts looking at how to integrate not only the product for growth, but also capabilities, bringing talent into the organization. You know, we are growing very quickly, and we have really restrained the resources in anticipation of this acquisition and the ability to add some really strong talent in the mental health organization. I think that we will focus on both, and we will get a better feel for the more, mid, and longer term synergies, you know, once we have a chance to meet with both teams and start to work on that. But growth is the number one thing, followed closely by the other acquisition costs. Understood. That's helpful. One last question for me, I guess for Dan Lee, is that you talked through the cash that you expect to have following the closing of this acquisition. I noticed you've got CAD 60 million in cash as of the end of this last quarter, and you're talking about CAD 60 million, assuming you know, the cash balances increase through this acquisition. Can you just maybe walk me through the bridge and what other considerations are being taken into account there? Is that the ongoing cash burn of MindBeacon? Any other help with that bridge would be useful. Thank you very much. Sure, Doug. Right now, CloudMD has a current cash position of approximately CAD 50 million. We will be taking back cash from the acquisition of MindBeacon. CloudMD will be paying CAD 29.5 million to the MindBeacon shareholders, and we will be assuming the cash balance of what is held at MindBeacon at closing. In terms of the CAD 60 million post-close that I had provided, that assumes that there will be additional cash burn, but also investments that we're making to the business in terms of growing the platform for both MindBeacon and CloudMD. That also is inclusive, Doug, in terms of all the transaction-related costs at closing, whether that's advisory fees, legal fees, and other sorts of fees that would be customary upon closing. We will have CAD 60 million upon closing, and we anticipate that will be sometime in, I would say, in the first half of Q1. Thank you very much. Thank you. Your next question comes from Graham Gunning from TD Securities. Please go ahead. Hi. Good morning. Maybe I'll ask Dan Clark for some background on this deal. Was this a process from your perspective, or was this an exclusive, you know, negotiation between yourselves and CloudMD? Right. Graham, CloudMD approached us. We hired bankers as part of that process and, you know, did reverse diligence and kind of a market analysis to ensure that this was aligned with our strategic imperatives, that there was cultural fit, synergies that we believed were intrinsic in bringing the businesses together. By far, we thought going through that process, that this was the most accretive to our shareholders and the best combination for the business on a combined go-forward basis. Okay. Appreciate that. Maybe you could just flesh that out a little bit more because you're obviously gonna need some. There's a shareholder sort of voter support required here. Why are you confident this is a better outcome for MindBeacon shareholders versus, you know, the previous trajectory? It's because of the whole health. You know, when you look at the B2B side, it's clear that you know, HR representatives and buyers wanna buy whole health and integrated solution. Consumers want to get access to care when, where, and how they want it. Being able to fit into the provider work stream and enable a primary care physician, as an example, to benefit from the array of MindBeacon services and vice versa makes sense. We've talked about our future SaaS products for quite some time, and we believe that this was by far and away the best partner to accelerate our Beacon in a Box product. The amazing set of analytics solutions, the EMR, PHR platform and capabilities, the alignment between our strategic imperatives is gonna enable us to not only offer that relatively quickly, I would say almost instantaneously, but it's also going to be great armament for us as we expand into the U.S. at a more rapid pace because those combined solutions and I think the unique combination with CloudMD is gonna enable us to immediately support U.S. risk-bearing entities, you know, self-insured employers, accountable care organizations, you know, midcap payers that we believe are looking for alternatives to some of the other EMR, PHR and telemedicine solution providers in the space that are owned by the competitors. When we looked at the combination of assets, CloudMD stood above the rest significantly in terms of the synergies between our strategies and our businesses. Okay, great. That's it for me. Thank you. Sure. Thank you. Your next question comes from Prasath Pandurangan from Bloom Burton. Please go ahead. Good morning. Congrats on the acquisition. First, could you further qualify the potentially improved outlook for Beacon in a Box, the SaaS offering that you've talked about in the press release? Yeah. Maybe I'll hand it over to Dan Clark first, and then we'll see if there's anybody else who wants to add to that. Well, you know, the bottom line, we're just saying that, you know, having a solution that doesn't depend upon an EMR, PHR platform to purchase our services. Instead, we have a chassis that we can immediately embed those services on for product bundling purposes, which we believe is a significant tailwind for the business. We've been, as you know, developing these products, focused on enhancing the member experience, the patient experience, enhancing that client journey, and our analytics services. We believe that those products are gonna resonate on other platforms. Certainly, if you have a chassis that's already a chosen platform and trusted by provider communities and healthcare systems, we believe that that kind of captive audience is gonna be the tailwind that I mentioned. Second, will CloudMD look to further reorganize the three business divisions now with the addition of MindBeacon? No. I mean, right now we do have those three, or divisions. We are pretty confident, as we kind of work with MindBeacon, that we'll be able to fit it into different aspects of those divisions. So we may have the technology. Actually, I'll hand it over to Karen here just to speak a little bit about the technology versus the EHS side of it. We will not be reorganizing those three divisions at this time. The three divisions speak really well to this acquisition. The products, how they're marketed and deployed operationally, very much align with our employer division, referred to as Enterprise Health Solutions. The technology that drives this will be utilized in what we call our Digital Health Solutions division. We will use that technology both for, as we've spoken about, for integrating it within our productivity tools for healthcare professionals. We'll be using it in the interoperability platform, and that is all run out of our Digital Health Solutions. Then, in Digital Health Solutions, we also have the innovation incubator, where we have the tech teams that work together to develop and enhance a product offering. We see this as very aligned, actually, to the three divisions that we've created. Great. Thanks for taking my questions, and congrats again. Thank you. Thank you. Your next question comes from Yue Ma from Research Capital Corporation. Please go ahead. Good morning. Thanks for taking my questions. I have a few here. First of all, based on the press release, MindBeacon is expected to generate CAD 34.4 million in revenue next year. I was wondering if that revenue increase compared to this year take CloudMD's acquisition into consideration or not. Yeah. What I'll do is maybe for the sake of time, what we'll do is we'll try to focus kind of on one or two questions, and then we'll make separate calls to each analyst after if we need it. I'm gonna hand it over to Daniel Lee, talking about the revenue first. Sure. Hi, Toby. In terms of the revenues, I think what we're comfortable with right now, I believe when I looked at the MindBeacon news release, it did show a CAD 29 million revenue run rate, which was their Q3 results annualized plus CAD 8 million attributed to Harmony. At this time, we're comfortable with that number. That's how I would in your model, that's probably what I would reflect in terms of MindBeacon exiting 2021. Okay. Secondly, just to follow previous questions on the margins and synergies and the profitability. MindBeacon has been, you know, losing money on the bottom line. Could you elaborate on how CloudMD could turn this business around? Yeah. I think we addressed a little bit of that, talking earlier about some of the synergies that we saw. Maybe what I'll do is I'll hand it over to Daniel Lee again just to talk on a high- level about what we mentioned earlier. Sure, Toby. In terms of MindBeacon, and I did say this earlier, so I'll say this again, that for MindBeacon, we are focusing the company on growth, and CloudMD on an overall basis. You know, we don't expect to be EBITDA positive in the near term as we take on MindBeacon. We do have immediate synergies of CAD 2 million that we will improve on the bottom line, but it will take some time for us to be EBITDA positive. What we are doing post-acquisition is putting together an integration plan and having a deeper dive between CloudMD and MindBeacon in terms of additional areas where we can improve the cost efficiencies. Some of the areas that we've seen already are number one with respect to marketing. We believe that we can drive down the customer acquisition cost. We've done that very successfully thus far, and we believe that there's an ability to increase the efficiency of that spend. We also believe from a selling as well as from an R&D perspective, with an additional greater pool of resources, we're able to be much more efficient from that end as well. I think lastly, in terms of the support services, there's also opportunities where, from an HR, finance, accounting, and IT and head office perspective, there's also opportunities for us to be much more efficient and have a more efficient cost structure. We're not gonna be able to provide more, I guess, quantification beyond that. Toby, those are kind of the high-level themes in terms of how we're looking at cost synergies. I think the last piece is, you know, just with respect to the revenues and the cost of sales. Revenues, there's a lot of cross-sell synergies that Karen has mentioned earlier. I think what's also important is not only the revenues, but also the cost of sales, where both parties, both companies, MindBeacon and CloudMD, have a therapist network. That's going to be an area where, you know, we you know, have expanded that, and I think we have some economies of scale where we're going to be able to, you know, drive greater efficiency on a more cost-effective basis. Okay. Thank you. That's helpful. Just lastly, I just need clarification for financial reporting purposes. Would MindBeacon be classified under the Enterprise Health Solutions or Digital Health Services? Yes, I can take that. It will be classified under Enterprise Health Solutions. Okay. Okay, thank you. Thank you. If we could please limit the questions to one each. Your next question does come from Nick Agostino from Laurentian Bank Securities. Please go ahead. Hi. Yes, good morning, and congrats to you guys on a nice transaction here. My question is trying to understand not so much the cross-sell synergies, but just the cross-sell approach. Do you plan to keep the two sales organizations running separately? As you approach your enterprise clients and wherever the case may be, do you bring in the MindBeacon guys to help sell or upsell, if you will, the Beacon in a Box? Or do you plan to integrate the whole sales process so that each group is selling everything that CloudMD will have under its umbrella? If it's the case of the latter, maybe talk about how you go through that cross-sell integration and what the timeline would be to maybe get the sales staff up and running to full potential. That's a great question, Nick, and I'm gonna hand it over to Karen to talk a little bit about our strategy there. Hi, Nick. Thanks for the question. It all starts with the customer. You know, one of the things a customer doesn't wanna do is have five different people knocking on their door selling five different things. We know in rapid growth organizations such as this, where you've got the same buyer who's buying multiple services, it makes sense to combine so that you're having a sales leader you're working with and an account manager who is representing all the products. When the buyer is the same buyer for all the products, we will have an integrated sales and account management team. What that looks like, we're in the early days. I think MindBeacon has a very solid sales team that we look forward to welcoming into the CloudMD organization. You know from our, you know, our previous earnings calls, we have been extremely successful in earning client business away from our competitors over the past couple of quarters. The sales organization we currently have is a very strong sales organization with a strong value proposition. We will look at combining the sales and account management. We're actually doing it right now in Enterprise Health, anyway. It is a strategic initiative that we're focused on, primarily from the standpoint that our products work together. The client that is going to benefit the most is when we have attach rates, where they're buying more than one product, and we're able to service their mental and physical health needs. If you think of the other sphere of our business, where we're dealing with disability, or we're dealing with occupational health services, those are services that can benefit from the mental health and physical health, because that's why people aren't at work, or they're getting hurt, or they need that extra consultation. We see this as very synergistic in being able to have a conversation with a client and add value to the client, keeping the long-term relationships, and acquiring new businesses and new clients through the sales process. That ability to have that conversation and understand all the products and be able to link them together. Finally, the last thing that I will say about this, why it's so important, is one of our value propositions, the data warehouse, and being able to use the data not only for health outcomes, but to be able to have a great conversation with a client around their spend and whether they are spending on the right things. That requires an account management team that can have those deep conversations. Where clients have more than one product, to answer your question, it will be an integrated sales and account management team representing that in the marketplace with the appropriate KPIs and metrics that allow us to measure our success. Okay, great. Thanks for that color. One quick question, noting that in your press release, you talk about the right to match. Just wondering, once MindBeacon agreed to the talks with CloudMD, was there a full process where they shopped it around? If so, was there any other interested buyers before they agreed to the letter of intent? I'll pass the line there. It was an exclusive process right now, so until we announced it this morning. Okay, thank you. No problem. Thank you. Your last question comes from Gabriel Leung from Beacon Securities. Please go ahead. Good morning, and thanks for taking my questions. I had a question and then a follow-up. The first question is probably for Dan Clark. Can you just walk us through the nature, the current nature of the current service agreement with Ontario Health, specifically around the duration of your current agreement and whether or not the agreement just evergreens every year, auto-renews every year, or if it has to go through a process, an RFP sort of process. Yeah. As you know, we've had the Ontario Health contract for quite some time as a normal course of business. Because the size of that contract has grown over the years. As you know, they'll occasionally go through a vendor of record review process. As you know, we were recently awarded that contract. That current contract extends through 2022, with the option to extend. We have not been notified of any changes at this time. Continue to perform quite well against our service level agreement. We believe that the outcomes and the level of service are our differentiation and put us in a good place. Gotcha. My follow-up question is, I guess, for Dan Clark again. If I look at your Q3 results you just published, if I look at the asynchronous revenues ex Ontario Health, I think it's running north of CAD 800, 000 a quarter, of about 8.5% year-over-year. I'm curious about your thoughts on, you know, what are your targets for the asynchronous business? I presume they're higher than 8.5%. If they are, what do you think have been some of the hurdles, you know, in terms of not being able to get that growth rate higher? Well, I think there are a couple of things that have created lagginess in the commercial market in general, and partly that's COVID. I think we're starting to see some light coming out of that. During COVID, employers kind of stayed where they were. Importantly, that's one of the reasons why combining forces with CloudMD was so important to us. If we've run into any headwinds around the sale, it's been the lack of having a whole health option available that really complemented our service array. We believe, you know, this is one of the reasons why we were so excited about bringing the companies together. We think that's gonna be a significant, you know, tailwind for the business. Gotcha. I appreciate the feedback. Thank you. Sure. There are no further questions at this time. You may please proceed. Thank you very much, everybody, for coming and watching the presentation and listening to us. We are extremely excited about this opportunity and look forward to what it brings over the next few months and years, and I encourage you to reach out if you have any further questions. Thank you very much. Ladies and gentlemen, this concludes your conference call for today. We thank you very much for participating and ask that you please disconnect your lines.