Not for distribution to United States news wire services or for dissemination in the United States.
- WELLSTAR is expected to become a publicly listed company through a TSXV listing, supported by a Concurrent Financing with gross proceeds of approximately $50 million anchored by strong institutional subscription from a large Canadian bank-owned asset manager and continued support from existing shareholders. The proposed public listing is expected to crystallize the value of WELLSTAR's underlying assets through an independent public market valuation, while providing a dedicated acquisition currency to support its long-term growth strategy.
- WELLSTAR is a high growth, profitable pure-play healthcare technology company with a historical three-year organic revenue CAGR of over 20% and expected 2026 Adjusted EBITDA margin of 21%. The Company serves over 40% of providers across Canada with high quality technology and services that significantly reduce providers' administrative burden, and is expected to generate approximately $95 million of revenue in 2026.
- Following the listing, WELL is expected to remain a significant long-term controlling shareholder and growing customer, reinforcing its commitment to WELLSTAR while unlocking value for WELL shareholders and providing WELLSTAR continued access to one of Canada's largest outpatient clinic networks to support WELLSTAR's continued growth.
- The Concurrent Financing is being led by TD Securities Inc., RBC Capital Markets and Stifel, on behalf of a syndicate of agents, with proceeds used to fund strategic acquisitions, AI-driven product innovation, organic growth initiatives, and general corporate purposes, further strengthening WELLSTAR's position as a leading healthcare technology platform. Purchasers will receive subordinate voting shares in WELLSTAR, each of which will subsequently be exchanged for one freely tradeable Resulting Issuer SVS in connection with the completion of the Transaction expected to occur in mid-September 2026.
VANCOUVER, British Columbia, July 07, 2026 (GLOBE NEWSWIRE) -- WELL Health Technologies Corp. (TSX: WELL) (OTCQX: WHTCF) ("WELL"), a digital health company focused on positively impacting health outcomes by leveraging technology to empower healthcare practitioners and their patients globally, together with 1587818 B.C. Ltd. ("818"), are pleased to announce that WELL's subsidiary, WELLSTAR Technologies Corp. ("WELLSTAR" or the "Company"), has entered into an amalgamation agreement dated as of the date hereof (the "Amalgamation Agreement") with 818, pursuant to which WELLSTAR and 818 will amalgamate under the Business Corporations Act (British Columbia) (such amalgamated entity, the "Resulting Issuer") (the "Transaction") and intends to apply to concurrently list the Resulting Issuer's subordinate voting shares on the TSX Venture Exchange (the "TSXV").
The Transaction is currently expected to close on or about September 16, 2026. Following completion of the Transaction, it is anticipated that the Resulting issuer will carry on the business of WELLSTAR and the subordinate voting shares of the Resulting Issuer (the "Resulting Issuer SVS") will be listed on the TSXV.
WELL is also pleased to announce that, in connection with, and as a condition to closing of, the Transaction, WELLSTAR is undertaking a brokered private placement (the "Concurrent Financing") of subscription receipts ("Subscription Receipts"). TD Securities Inc., RBC Capital Markets and Stifel Nicolaus Canada Inc. ("Stifel" and together with TD Securities Inc. and RBC Capital Markets, the "Lead Agents"), on behalf of a syndicate of agents (collectively with the Lead Agents, the "Agents") will support WELLSTAR on a best efforts basis in offering the Subscription Receipts. The Concurrent Financing is expected to raise aggregate gross proceeds of approximately C$50 million at a price of C$10.00 per Subscription Receipt (the "Issue Price")1. WELLSTAR has also granted the Agents an option (the "Agents' Option"), exercisable in whole or in part at any time up until 48 hours prior to the date of closing of the Concurrent Financing, to place at the Issue Price up to such number of additional Subscription Receipts as is equal to 15% of the Subscription Receipts issuable under the Concurrent Financing. The Concurrent Financing is anchored by strong institutional subscription from a large Canadian bank-owned asset manager and continued support from existing shareholders, continuing WELLSTAR's successful track record of financing independently. Closing of the Concurrent Offering is expected to occur on or about July 29, 2026 (the "Subscription Receipt Closing Date").
Hamed Shahbazi, Chairman and CEO of WELL, commented, "This transaction is a significant milestone in WELL's strategy to unlock the value of our healthcare technology assets while retaining a meaningful ownership position in one of Canada's leading digital health platforms. WELLSTAR's electronic medical records, AI-enabled clinical tools and practice management solutions are the technology foundation powering a significant portion of our clinics across Canada, and that clinical environment in turn strengthens WELLSTAR's products, a symbiotic relationship that will endure as WELL remains a significant long-term shareholder. A standalone public listing will give WELLSTAR enhanced strategic flexibility, greater access to growth capital and increased visibility with investors, positioning it to create long-term value for both WELL and WELLSTAR shareholders."
Amir Javidan, CEO of WELLSTAR, further commented, "Today's announcement marks the beginning of an exciting new chapter for WELLSTAR as we prepare to become a publicly listed healthcare technology company. We are encouraged by the strong interest we've already received from institutional investors, which reflects confidence in our business, our leadership team and our long-term vision. Access to the public markets, together with the capital raised through this financing, will enhance our strategic flexibility and position us to accelerate product innovation, expand our AI capabilities, execute on our acquisition pipeline and continue delivering solutions that empower healthcare providers and improve patient outcomes."
Concurrent Financing
In connection with the Transaction, WELLSTAR is undertaking a brokered private placement of Subscription Receipts. The Concurrent Financing is expected to raise aggregate gross proceeds of approximately C$50 million at a price of C$10.00 per Subscription Receipt, reflecting the 818 Consolidation and WELLSTAR Consolidation. The net proceeds of the Concurrent Financing will be released to WELLSTAR on the closing of the Transaction and be used by WELLSTAR for potential future acquisitions, AI-related innovation, organic growth initiatives and general corporate purposes.
Each Subscription Receipt will entitle the holder, without payment of any additional consideration or further action on the part of the holder, and subject to adjustment in certain events, upon satisfaction of certain escrow release conditions (as defined in the Subscription Receipt Agreement, the "Escrow Release Conditions") in accordance with the terms of the Subscription Receipt Agreement, and following the 818 Consolidation and WELLSTAR Consolidation (as defined below), to receive one subordinate voting share of WELLSTAR ("WELLSTAR SVS"), which will subsequently be exchanged for one freely tradeable Resulting Issuer SVS in connection with the completion of the Transaction. The Subscription Receipts issued in connection with the Concurrent Financing are subject to a statutory hold period, in accordance with applicable securities legislation, however, the Resulting Issuer SVS will not be subject to a hold period pursuant to Canadian securities laws and will be listed on the TSXV.
The Agents will receive a cash commission payable by WELLSTAR to the Agents, equal to 6% of the aggregate gross proceeds of the Concurrent Financing, reduced to 2% of the aggregate gross proceeds for investors on a president's list agreed between the Lead Agents and WELLSTAR (the "Agents' Commission").
On the Subscription Receipt Closing Date, the gross proceeds of the Subscription Receipts, less 50% of the Agents' Commission and all of the expenses of the Agents not yet paid as of such date, will be delivered to and held by the Subscription Receipt Agent and invested in an interest bearing account until satisfaction of the Escrow Release Conditions or the Escrow Deadline (as defined below) (the "Escrowed Proceeds", and together with all interest and other income earned thereon, referred to as the "Escrowed Funds").
If (i) the Escrow Release Conditions are not satisfied prior to 90 days from the Subscription Receipt Closing Date or such later date as may be agreed to by not less than 66 2/3% of the votes of holders of the Subscription Receipts (the "Escrow Deadline") or, (ii) if prior to the Escrow Deadline, the Amalgamation Agreement is terminated or WELLSTAR has advised the Subscription Receipt Agent and the Lead Agents, or announced to the public, that the Transaction will not be completed (the date upon which such event occurs, the "Termination Date"), within five business days following the Termination Date, the Escrowed Funds shall be returned to the holders of Subscription Receipts pro rata. To the extent that the Escrowed Funds are not sufficient to satisfy the Issue Price of each such Subscription Receipt, WELLSTAR will contribute such amounts as are necessary to satisfy any shortfall.
On the date on which the Escrow Release Conditions are satisfied (the "Escrow Release Date"), the Subscription Receipt Agent shall release from the Escrowed Funds: (i) to the Agents, an amount equal to the balance of the Agents' Commission and all remaining expenses of the Agents not previously paid (collectively, the "Agents' Payment"), and (ii) following release of the Agents' Payment, all remaining Escrowed Funds shall be released to the Resulting Issuer.
The securities to be offered in the Concurrent Financing have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Transaction Details
Share Consolidations
Immediately prior to the completion of the Transaction, each of 818 and WELLSTAR intend to undertake certain share consolidations on exchange ratios to be finally determined and subject to receipt of necessary corporate approvals (the "818 Consolidation" and the "WELLSTAR Consolidation", respectively).
Preferred Share Conversion
The Transaction and Concurrent Financing together will constitute an Automatic Conversion Event under the terms of the WELLSTAR Series A Preferred Shares and WELLSTAR Series B Preferred Shares. Immediately prior to the completion of the Transaction, WELLSTAR will convert all issued and outstanding WELLSTAR Series A Preferred Shares and WELLSTAR Series B Preferred Shares into fully paid and non-assessable WELLSTAR SVS (the "Preferred Share Conversion").
Amalgamation
The Amalgamation Agreement between WELLSTAR and 818 provides, among other things, that (i) WELLSTAR and 818 will amalgamate pursuant to the provisions of the Business Corporations Act (British Columbia), (ii) all of the outstanding WELLSTAR SVS, including those issued in connection with the Preferred Share Conversion, will be cancelled and, in consideration therefor, the holders thereof will receive Resulting Issuer SVS on the basis of one Resulting Issuer SVS for each WELLSTAR SVS held, (iii) all of the outstanding multiple voting shares of WELLSTAR ("WELLSTAR MVS") will be cancelled and, in consideration thereof, the holders thereof will receive multiple voting shares in the capital of the Resulting Issuer ("Resulting Issuer MVS") on the basis of one Resulting Issuer MVS for each WELLSTAR MVS held and (iv) all of the outstanding shares of 818 post-818 Consolidation ("Post-Consolidation 818 Shares") will be cancelled and, in consideration thereof, the holders thereof will receive Resulting Issuers SVS on the basis of one Resulting Issuer SVS for each Post-Consolidation 818 Share held.
Closing Conditions
Completion of the Transaction will be subject to certain customary conditions, including among others: (i) that holders of WELLSTAR SVS and WELLSTAR MVS have passed a special resolution in writing with respect to the Amalgamation Agreement; (ii) that holders of shares of 818 have passed a special resolution with respect to the Amalgamation Agreement; (iii) that 818 will have instituted a dual class share structure; (iv) that 818 will have completed the 818 Consolidation; (v) that WELLSTAR will have completed the WELLSTAR Consolidation; (vi) that WELLSTAR will have completed the Preferred Share Conversion; (vii) the completion of the Concurrent Financing; (vii) the execution and delivery of the filing statement of 818 and receipt of conditional acceptance of such filing statement and of the Transaction by the TSXV; (viii) that 818 shall not be in default of the requirements of the TSXV and any securities commission and no order shall have been issued that would prevent the Transaction or the trading of any securities of 818 or the Resulting Issuer; (ix) the receipt of all consents, orders and approvals necessary or desirable for the completion of the Transaction; and (x) that 818 shall have been a reporting issuer for at least four months and one day prior to the closing date of the Transaction.
Resulting Issuer Share Capital
Upon completion of the Transaction, the Resulting Issuer's articles will provide for three classes of shares: Resulting Issuer SVS, Resulting Issuer MVS and preferred shares issuable in series. Upon completion of the Transaction, the Concurrent Financing, the Preferred Share Conversion and reflecting the 818 Consolidation and WELLSTAR Consolidation, an aggregate of 23.3 million Resulting Issuer SVS, 25.8 million Resulting Issuer MVS (24.1 million Resulting Issuer SVS and 25.8 million Resulting Issuer MVS if the Agents' Option is exercised in full) and no preferred shares are expected to be issued and outstanding. All of the issued and outstanding Resulting Issuer MVS will be held by WELL.
Each Resulting Issuer SVS will be entitled to one vote and each Resulting Issuer MVS will be entitled to four votes. After giving effect to the Transaction, the Concurrent Financing and the Preferred Share Conversion, the Resulting Issuer SVS will collectively represent 47.5% of the Resulting Issuer's issued and outstanding shares and 18.4% of the voting rights attached to all of the issued and outstanding shares (48.3% and 18.9%, respectively, if the Agents' Option is exercised in full) and the Resulting Issuer MVS will collectively represent 52.5% of the Resulting Issuer's issued and outstanding shares and 81.6% of the voting rights attached to all of the issued and outstanding shares (51.7% and 81.1%, respectively, if the Agents' Option is exercised in full).
Other Key WELLSTAR Agreements
WELL and WELLSTAR are parties to a shared services agreement pursuant to which WELL provides information technology, cybersecurity, human resources administration, tax, legal, marketing, accounts payable and such other services as may be agreed by the parties. This agreement will remain in place following completion of the Transaction.
Upon completion of the Transaction, WELL intends to enter into an investor rights agreement (the "Investor Rights Agreement") with the Resulting Issuer providing for, among other things, certain director nomination rights and customary demand and piggyback registration rights with respect to future public offerings by the Resulting Issuer, subject to the terms and conditions to be included in the Investor Rights Agreement.
Upon completion of the Transaction, WELL will enter into a customary coattail agreement with the Resulting Issuer and a trustee (the "Coattail Agreement"). The Coattail Agreement will contain provisions customary for dual-class, TSXV-listed issuers.
The Investor Rights Agreement and Coattail Agreement will be available for review under the Resulting Issuer's profile on SEDAR+ at www.sedarplus.com on completion of the Transaction.
Stock Exchange Matters
As at the date hereof, neither the WELLSTAR SVS nor the 818 Shares are listed on any stock exchange. A condition to completion of the Transaction is the fulfillment by the Resulting Issuer of all of the minimum listing requirements of the TSXV and obtaining conditional approval for the listing of the Resulting Issuer Shares on the TSXV. A filing statement in respect of the Resulting Issuer Shares, which will include further details of the Transaction, will be filed on 818's issuer profile on SEDAR+ at www.sedarplus.ca provided TSXV's conditional approval of the listing of the Resulting Issuer Shares has been obtained. There can be no assurance that the TSXV will grant such conditional approval or that the Transaction will be completed as proposed or at all.
About WELLSTAR
About the Business
WELLSTAR is a digital healthcare company focused on positively impacting health outcomes by leveraging technology to empower healthcare providers and their patients. WELLSTAR offers innovative technology and services to enhance patient care and operational efficiency. WELLSTAR's digital technologies are contributing to the transformation of the future of healthcare through a comprehensive suite of solutions tailored to meet the needs of healthcare providers and patients. WELLSTAR's suite of solutions can be divided into three principal business units: (i) Clinical Platform Group; (ii) Digital Health Networks; and (iii) Billing and Practice Management.
WELLSTAR is currently a partially-owned subsidiary of WELL. WELLSTAR's close strategic relationship with WELL, one of the largest operators of outpatient medical clinics in Canada, provides WELLSTAR with industry insight and expertise in optimizing clinical workflows, enhancing patient engagement, and streamlining administrative processes.
A summary of certain financial information for WELLSTAR is included in the tables below:
| CAD Millions | |||
| As at March 31, 2026(1) | |||
| Cash and Cash Equivalents (2) | $75 | ||
| Debt (Deferred Acquisition Costs) | ($3 | - | |
| Net Cash | $72 | ||
| WELLSTAR Shareholders' Equity | $48 | ||
| Non-Controlling Interest | $8 | ||
| Total Equity | $56 | ||
(1) Unaudited.
(2) Pro forma adjusted to give effect to the repayment of a $10 million loan to WELL, as if received on March 31, 2026.
| 2026E- 2) | 2025(2) | 2024(2) | ||||
| Revenue | $95 | $72 | $45 | |||
| Adjusted Gross Profit1) | $72 | $54 | $36 | |||
| Adjusted EBITDA1) | $20 | $16 | $10 | |||
| Adjusted EBITDA Margin1) | 21 | - | 23 | - | 22 | - |
| Net loss | N/A3) | ($6 | - | ($4 | - | |
| Free Cash Flow1) | $11 | $10 | $6 | |||
| Q1 2026(2) | Q1 2025(2) | YoY Change | ||||
| Revenue | $22 | $17 | 26 | - | ||
| Adjusted Gross Profit1) | $16 | $12 | 29 | - | ||
| Adjusted EBITDA1) | $3.9 | $3.6 | 10 | - | ||
| Adjusted EBITDA Margin1) | 18 | - | 21 | - | -300 bps | |
| Net loss | ($8 | - | ($1 | - | 571 | - |
1These measures are unaudited, are not recognized under IFRS and do not have standardized meanings prescribed by IFRS. Refer to "Non-IFRS Measures" below for a definition of these measures and "Reconciliation of Non-IFRS Measures" for reconciliations of these measures to standardized IFRS measures.
(2) Full year 2024 and 2025 financial information is audited. Q1 2025, Q1 2026 and 2026E financial information is unaudited.
(3) Net income (loss) is not forecasted for 2026.
Further financial information will be included in the filing statement to be prepared in connection with the Transaction. An investor presentation relating to information in respect of the WELLSTAR business can be found on the Company's website at investors.wellstar.health.
Proposed Directors and Senior Management Team
The current Chief Executive Officer and Chief Financial Officer of WELLSTAR, Amir Javidan and Darren Hoegler, each of whom was appointed to their current roles at WELLSTAR in December 2024, will be the Chief Executive Officer and Chief Financial Officer of the Resulting Issuer. Hamed Shahbazi, Chairman and Chief Executive Officer of WELL and current Chairman of the WELLSTAR board of directors, will be the Chairman of the board of directors of the Resulting Issuer with the board of directors also including Amir Javidan, Evelyn Sutherland, Matt Mattox and Sue Paish (each currently a member of the WELLSTAR board of directors). Other members of the WELLSTAR executive team are expected to remain in their current roles at the Resulting Issuer following the Transaction.
WELL HEALTH TECHNOLOGIES CORP.
Per: "Hamed Shahbazi"
Hamed Shahbazi
Chief Executive Officer, Chairman and Director
About WELL Health Technologies Corp.
WELL Health Technologies Corp. (TSX: WELL) is Canada's largest outpatient healthcare company and a leading provider of technology-enabled healthcare solutions. WELL is building the infrastructure for a healthier Canada, where every patient gets better care, every provider is empowered by AI, and every piece of health data is protected. WELL owns and operates approximately 270 clinics in Canada, supporting more than 5 million annual patient visits. Through its subsidiary WELLSTAR, WELL provides electronic medical records, AI-powered clinical tools, patient engagement platforms and IT management services. WELL provides cybersecurity services through its CYBERWELL subsidiary. WELL is publicly traded on the TSX under the symbol "WELL" and on the OTC Exchange under the symbol "WHTCF". To learn more, please visit: www.well.company.
Non-IFRS Measures
Adjusted Gross Profit
Adjusted Gross Profit is defined as revenue less cost of sales, excluding depreciation and amortization. Adjusted Gross Profit should not be construed as an alternative for revenue or net income (loss) determined in accordance with IFRS. WELLSTAR does not present gross profit in its consolidated combined financial statements as it is a non-IFRS financial measure. WELLSTAR believes that Adjusted Gross Profit is a meaningful metric that is often used by readers to measure a company's efficiency of selling its products and services.
Adjusted EBITDA and Adjusted EBITDA Margin
Adjusted EBITDA is defined as net income (loss) before interest, taxes, depreciation and amortization less net rent expense on premise leases accounted for as right-of-use leases under IFRS 16, and before share-based compensation expense, time-based earnout expense, foreign exchange gains and losses, change in fair value of financial assets and liabilities, impairment charges, transaction, restructuring and integration costs and gains/losses that are not reflective of ongoing operating performance.
Adjusted EBITDA Margin is defined as Adjusted EBITDA as a percentage of total revenue.
WELLSTAR considers Adjusted EBITDA and Adjusted EBITDA Margin to be financial metrics that measure cash flow that WELLSTAR can use to fund working capital requirements and fund future growth initiatives. Adjusted EBITDA and Adjusted EBITDA Margin should not be considered alternatives to net income (loss), cash flow from operating activities or other measures of financial performance defined under IFRS.
Free Cash Flow
Free Cash Flow is defined as Adjusted EBITDA less capital expenditures (including hosting payments treated as right-of-use leases under IFRS), cash interest and cash taxes. Free Cash Flow should not be considered in isolation or as an alternative to cash flows from operating activities or other measure prepared in accordance with IFRS.
Reconciliation of Non-IFRS Measures
Reconciliation of Net Income to Adjusted EBITDA
| 2026 | 2025 | 2024 | ||||||||
| CAD in 000s | Q1 | Q1 | FY25 | |||||||
| Net loss | (8,211 | - | (1,223 | - | (6,195 | - | (3,963 | - | ||
| Depreciation and amortization | 2,296 | 1,560 | 6,728 | 5,511 | ||||||
| Interest expense, net | 5,768 | 1,850 | 7,705 | 510 | ||||||
| Income tax expense | 550 | (573 | - | 1,355 | 236 | |||||
| EBITDA per financial statements | 403 | 1,614 | 9,593 | 2,294 | ||||||
| Adjustments: | ||||||||||
| Share-based compensation | 1,784 | 156 | 2,241 | 2,398 | ||||||
| Foreign exchange (gain) loss | 3 | 1 | (12 | - | 8 | |||||
| Time-based earnout expense | 344 | 1,161 | 5,111 | 5,080 | ||||||
| Gains (losses) on fair value of financial assets | 833 | - | (1,404 | - | - | |||||
| Rent expense on right-of-use assets | (169 | - | (124 | - | (623 | - | (516 | - | ||
| M&A transaction and integration costs | 396 | 553 | 1,190 | 168 | ||||||
| Restructuring and other costs | 287 | 172 | 399 | 419 | ||||||
| Adjusted EBITDA | 3,881 | 3,533 | 16,495 | 9,851 | ||||||
| Revenue | 21,521 | 17,046 | 72,227 | 44,716 | ||||||
| Adjusted EBITDA Margin % | 18.0 | - | 20.7 | - | 22.8 | - | 22.0 | - | ||
Reconciliation of Adjusted EBITDA to Free Cash Flow
| 2025 | 2024 | ||||
| CAD in 000s | |||||
| Adjusted EBITDA | 16,495 | 9,851 | |||
| Adjustments: | |||||
| Capital expenditures | (4,825 | - | (2,496 | - | |
| Hosting lease payments | - | (880 | - | ||
| Cash tax payments | (2,089 | - | (780 | - | |
| Free Cash Flow | 9,581 | 5,695 | |||
Reconciliation of Revenue to Adjusted Gross Profit
| 2026 | 2025 | 2024 | ||||
| CAD in 000s | Q1 | Q1 | FY25 | |||
| Revenue | 21,521 | 17,046 | 72,227 | 44,716 | ||
| Cost of sales (excluding depreciation and amortization) | 5,361 | 4,567 | 18,274 | 9,042 | ||
| Adjusted Gross Profit | 16,160 | 12,479 | 53,953 | 35,674 | ||
Forward-Looking Statements
This news release may contain "Forward-Looking Information" within the meaning of applicable Canadian securities laws, including, without limitation: the terms and conditions of the Transaction and the Concurrent Financing, including with respect to the terms of the Subscription Receipts issued pursuant thereto; use of proceeds from the Concurrent Financing; expectations regarding the 818 Consolidation and the WELLSTAR Consolidation, including the terms and timing thereof; expectations regarding the timing of closing of the Transaction and the Concurrent Financing; the expected benefits of the Transaction; expectations regarding the Resulting Issuer's share capital; the terms and conditions of the Shared Services Agreement, Investor Rights Agreement and Coattail Agreement; future plans of the Resulting Issuer; and the proposed directors and senior management of the Resulting Issuer. Forward-Looking Information 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 Information generally can be identified by the use of forward-looking words such as "may", "should", "will", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. Forward-Looking Information 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 the Forward-Looking Information and the Forward-Looking Information are not guarantees of future performance. WELL's comments expressed or implied by such Forward-Looking Information are subject to a number of risks, uncertainties, and conditions, many of which are outside of WELL 's control, and undue reliance should not be placed on such information. Forward-Looking Information are qualified in their entirety by inherent risks and uncertainties, including without limitation: satisfaction or waiver of all applicable conditions to the completion of the Transaction (including receipt of all necessary shareholder, stock exchange and regulatory approvals or consents, and the absence of material changes with respect to the parties and their respective businesses) and the Concurrent Financing; ability to close the Concurrent Financing on the proposed terms or at all; the synergies expected from the Transaction not being realized; business integration risks; market for the Resulting Issuer SVS; market price of the Resulting Issuer SVS; the Amalgamation Agreement may be terminated by WELLSTAR or 818 in certain circumstances; WELLSTAR and 818 may incur costs even if the Transaction or Concurrent Financing is not completed; the requirements that accompany being a publicly traded company may put a strain on the Resulting Issuer's resources, divert attention from management, and adversely affect its ability to maintain and attract management and qualified board members; uncertainty of use of proceeds; liquidity risk; leverage risk; and share price fluctuations; adverse market conditions and the ability to complete acquisitions; risks inherent in the primary healthcare sector in general; continued patient and consumer demand for WELLSTAR's products and services; regulatory and legislative changes; that future results may vary from historical results; the inability to obtain any requisite future financing on suitable terms; any inability to realize the expected benefits and synergies from acquisitions; that market competition may affect the business, results and/or financial condition of WELLSTAR and other risk factors identified in documents filed by WELL under its profile at www.sedarplus.com, including its most recent Annual Information Form. Except as required by securities laws, 818, WELL and WELLSTAR do not assume any obligation to update or revise any forward-looking information, whether as a result of new information, events or otherwise.
This news release contains future oriented financial information (collectively, "FOFI") about WELLSTAR, all of which are subject to the same assumptions, risk factors, limitations, and qualifications as set out in the above paragraph. In addition, the FOFI has been prepared based on a number of assumptions, including assumptions regarding: the Company's 2026 outlook; continued demand for the Company's product and service offerings; continued growth in subscription and recurring revenue; expected levels of new customer acquisition, customer retention and renewal rates; anticipated expansion revenue from existing customers through upselling and cross-selling activities; the implementation of planned pricing increases across certain products and services; the successful negotiation, execution and closing of one or more potential tuck-in acquisition transactions currently under letter of intent; the timing and success of new product releases, enhancements and go-to-market initiatives; the continued availability, reliability and performance of third-party technology infrastructure and service providers; no significant cybersecurity incidents, service disruptions or data breaches; continued competitive intensity in the markets in which the Company operates; no significant legal, regulatory or compliance developments affecting the Company's business; and no significant deterioration in general economic conditions. The actual financial results of WELL may vary from the amounts set out herein and such variation may be material. WELL and its management believe that the FOFI has been prepared on a reasonable basis, reflecting management's best estimates and judgments. However, because this information is subjective and subject to numerous risks, it should not be relied on as necessarily indicative of future results. Except as required by applicable securities laws, WELL undertakes no obligation to update such FOFI. FOFI contained in this news release was made as of the date hereof and was provided for the purpose of providing further information about WELL's anticipated future business operations on an annual basis. Readers are cautioned that the FOFI contained in this news release should not be used for purposes other than for which it is disclosed herein.
Neither the TSX, the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSX or TSXV, respectively) accepts responsibility for the adequacy or accuracy of this release.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.
For further information:
Pardeep Sangha
Vice President Investor Relations
investor@well.company
604-628-7266
___________________________
1 The $10.00 issue price has been presented to reflect an approximate $1.03 subscription price (prior to the WELLSTAR Consolidation).
