WELL Health Announces Time-Based Earn Out Payment in Connection with Acquisition of Private HealthCare Clinics
Vancouver, B.C., May 10, 2019
WELL Health Technologies Corp. (TSX.V: WELL) (the “Company” or “WELL”), a company focused on consolidating and modernizing clinical and digital assets within the primary healthcare sector, announces, further to its news release dated November 1st, 2018, and in accordance with the acquisition agreements whereby the Company acquired all of the issued and outstanding shares of 13 target companies operating an aggregate of 13 Healthcare Clinics in British Columbia (the “Agreements”), the Company’s second quarterly time-based earn out payment (the “Earn Out Payment”) came due and was paid as of May 1st, 2019 (the “Payment Date”).
Pursuant to the Agreements, the Company agreed, among other things to make time-based earn out payments payable quarterly over three years, consisting of $1,161,473 cash and $231,369 issuable in common shares of the Company priced in the context of the market and subject to a floor price $0.45 per share. As a result the Company paid $96,789 in cash and intends to issue an aggregate of 35,691 shares at a price of $0.54 per share, in consideration for an aggregate of $19,281 owing to shareholders of the Healthcare Clinics for the Earn Out Payment under the Agreements.
The issuance of the shares is subject to the approval of the TSX Venture Exchange (the “TSXV”). The shares will be subject to a statutory hold period expiring on the date that is 4 months and one day after the Payment Date.
WELL HEALTH TECHNOLOGIES CORP.
Per: “Hamed Shahbazi”
Chief Executive Officer, Chairman and Director
For further information:
Pardeep S. Sangha
VP Corporate Strategy and Investor Relations
WELL is a unique company that operates Primary Healthcare Facilities as well as a significant EMR or Electronic Medical Records business that supports the digitization of such clinics. WELL’s overarching objective is to empower doctors to provide the best and most advanced care possible leveraging the latest trends in digital health. In the last 12 months, WELL physicians served approximately 600,000 patient visits through its network of 19 medical clinics. WELL is publicly traded on the Exchange under the symbol WELL.V. WELL Health Technologies was recognized as a TSX Venture 50 Company in 2018 and 2019.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release may contain "forward-looking statements" within the meaning of applicable securities laws. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, and contingencies. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause future results, performance or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by those forward-looking statements and the forward-looking statements are not guarantees of future performance. WELL Health Technologies’ expressed or implied by these forward-looking statements are subject to a number of risks, uncertainties, and conditions, many of which are outside of WELL Health Technologies Corp's control. Except as required by law, WELL Health Technologies disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, events or otherwise.