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 signed this day a binding share purchase agreement (the “Agreement”) to acquire 100% of the outstanding shares of Solutions Staffing Inc. (“Solutions Staffing” or “SSI”) from its current shareholders (the “Transaction”). As a result of the Transaction, Solutions Staffing will 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”), payable in cash, plus a variable consideration based on the achievement of performance objectives, minus indebtedness as more fully detailed below.

“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, a net income of C$4.9M, total assets of C$17.7M and total liabilities of C$6.5M.

“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

The Agreement with the shareholders of Solutions Staffing to acquire all the issued and outstanding shares of SSI on a cash and debt free basis for a total consideration of up to C$25M million, comprised of:

• A C$21.0M cash payment plus net working capital and taxes adjustments to be determined and paid at closing; and
• a variable deferred cash consideration payable over two years estimated at C$4M in the event SSI achieves 100% of its EBITDA objectives.

The Transaction will be carried out through a newly created wholly owned subsidiary of the Corporation, 1424982 B.C. Ltd. (“SubCo”), and is subject to customary conditions precedent including without limitation TSXV approval and is expected to close within approximately 45 days from the date hereof. The Transaction is an arm’s length transaction and Acumen Capital Partners acted as adviser for the transaction, no finder’s fee is payable pursuant to 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

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 based on current expectations. Statements about the date of trading of the Corporation’s common shares on the Exchange and final regulatory approvals, among others, are forward-looking information. 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.sedar.com.