PHA Premier Health of America Inc

Premier Health of America Inc. (TSXV: PHA) (“Premier Health” or the “Corporation”), a leading Canadian Healthtech company, is pleased to announce that it has completed the acquisition of 100% of the outstanding shares of Solutions Staffing Inc. (“Solutions Staffing” or “SSI”) from its shareholders (the “Transaction”). The Transaction was initially announced on July 4, 2023. As a result of the Transaction, Solutions Staffing has become a wholly owned subsidiary of the Corporation and will continue its business which consists in providing specialized healthcare staffing services. The total minimum consideration for the Transaction is C$21M (the “Purchase Price”) plus working capital and tax adjustments payable in cash, plus a variable consideration based on the achievement of performance objectives, minus indebtedness as more fully detailed below. Concurrently with the Transaction, the Corporation is also reaching financial close on the $50 million financing announced on October 30, 2023. The proceeds of the financing are used for the Transaction and to refinance a large portion of the Corporation’s outstanding debts.

“We are very excited with the opportunity to continue growing Solutions Staffing’s travel nurse operations with its experienced management team.” said Martin Legault, CEO of Premier Health. “The acquisition of SSI will result in Premier Health becoming a national service provider with activities across Canada, an important milestone for our company.”

Solutions Staffing is a healthcare staffing agency that offers short and long-term healthcare assignments, ranging from 1 to 52 weeks, in communities across Canada. SSI’s approach is to offer professional nurses and healthcare workers, the opportunity to use their considerable experience in a flexible environment that is adapted to their needs and aspirations, while supporting clients through extensive procedures and policies as well as a dynamic company philosophy. SSI has a remarkable pool of Registered Nurses, Licensed Practical Nurses, and Allied Healthcare Professionals, ready to help organizations meet their staffing challenges. Staff that are sourced through SSI are supported in their practice by competitive compensation, travel and accommodation rewards, educational opportunities and 24/7 clinical support. Solutions Staffing is active in British Columbia, Alberta, Saskatchewan, Northwest Territories, Nunavut, and Yukon. For its fiscal year ending September 30, 2022, SSI had unaudited revenues of C$74.0M, an EBITDA of C$6.7M and a net income of C$4.9M.

“Our objective in teaming up with Premier Health is to leverage our offering of superior care and services to our communities with healthcare centric technologies” said Sandra Shannon, COO of SSI. “This will enable SSI to continue building on its foundation with the best tools.”

Transaction Details

As per the Agreement with the shareholders of Solutions Staffing, the Corporation acquired all the issued and outstanding shares of SSI on a cash and debt free basis for a total consideration of C$21.0M plus net working capital and taxes adjustments of C$1.8M paid at closing, and a variable deferred cash consideration payable over two years ranging from nil to C$6M depending on the achievement of EBITDA objectives by SSI. An amount of C$1.2M is also payable based on the actual collections of certain receivables.      

The Transaction was carried out through a newly created wholly owned subsidiary of the Corporation, 1424982 B.C. Ltd. (“SubCo”). The Transaction is an arm’s length transaction and is subject to final working capital adjustments to be completed within 90 days following the closing of the Transaction. Acumen Capital Partners acted as financial adviser for the Transaction.

About Premier Health

Premier Health is a leading Canadian Healthtech company that provides a comprehensive range of outsourced services solutions for healthcare needs to governments, corporations, and individuals. Premier Health uses its proprietary LiPHe software platform to lead the healthcare services sector digital transformation to provide patients with faster, cheaper, and more accessible care services.

Non-GAAP Measures

Earnings before interest, taxes, depreciation, and amortization (“EBITDA”), is calculated as the net profit (loss), before acquisition and transaction costs, non-cash expenses (including loss from disposal of assets, impairments, amortization and depreciation and stock-based compensation), interest expense, net of interest income and income tax expense.

For Further Information Please Contact:

Mr. Jean-Robert Pronovost Vice-President, Corporate DevelopmentPremier Health of America Inc. jrpronovost@premierhealth.ca / 1 800 231 9916

Mr. Guy Daoust Chief Financial OfficerPremier Health of America Inc.gdaoust@premierhealth.ca / 1 514 794 4057

Neither 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.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION:

This press release contains forward-looking information within the meaning of applicable securities legislation which reflects the current plans and expectations of the Corporation with respect to future events and financial performance. All statements other than statements of historical or current facts may be forward-looking information. Forward-looking information includes statements that are predictive in nature, depend upon or refer to future events or conditions, or include words such as ‘believes’, ‘continues’, ‘expects’, ‘projects’, ‘anticipates’, ‘plans’, ‘estimates’, ‘seeks’, ‘intends’, ‘targets’, ‘forecasts’, or negative or grammatical versions thereof and other similar expressions, or future or conditional verbs such as ‘may’, ‘will’, ‘should’, ‘would’ and ‘could’. Forward-looking information in this press release includes, but is not limited to, statements with respect to the execution of the Corporation’s growth strategy. Forward-looking information is based on management’s plans, estimates, projections, beliefs and opinions as at the date of this release, and the assumptions related to those plans, estimates, projections, beliefs and opinions may change; therefore, they are presented for the purpose of assisting the Corporation’s security holders in understanding management’s views at such time regarding those future outcomes and may not be appropriate for other purposes. Although the forward-looking information contained in this release is based on assumptions which the Corporation believes are reasonable, there can be no assurance that actual results will be consistent with such forward-looking information. The forward-looking information in this release relate only to events or information as of the date on which the statements are made and, except as specifically required by applicable securities laws, the Corporation undertakes no obligation to update or revise publicly any forward-looking information, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. There can be no assurance that the forward-looking information will prove to be accurate. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance, or achievements to be materially different from those implied by such statements. The Corporation assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law. These factors and others are more fully discussed in the filings of the Corporation with Canadian securities regulatory authorities available at www.sedarplus.ca