PHA Premier Health of America Inc

Premier Health of America Inc. (TSXV: PHA) (the “Corporation”), a leading Canadian Healthtech company, announces it has filed its Unaudited Quarterly Consolidated Financial Statements and MD&A for its third quarter ended June 30, 2023.

Third Quarter 2023 Highlights
(in Canadian dollars)	June 30, 2023(3 months)	June 30, 2022(3 months)	June 30, 2023(9 months)	June 30, 2022(9 months)
Revenues	23,614,057	22,420,149	66,984,402	58,419,737
Gross margin	6,463,737	5,476,682	17,308,196	14,232,530
Gross margin as a % of revenues	27.4%	24.4%	25.8%	24.4%
Adjusted EBITDA (1)	2,714,832	1,585,647	6,154,047	3,538,095
Net Income (Loss)	544,236	397,167	228,643	(74,193

(1) See the Corporation’s MD&A for details on this non-Gaap measure.

Summary – third quarter

• The Corporation had revenues of $23.6M for the third quarter ($22.4M for the same period in 2022).
• Gross margin for the quarter was 27.4%, slightly above our long-term target of 25%.
• Adjusted EBITDA for the quarter was $2.7M ($1.6M for the same period in 2022).
• Higher revenue and Adjusted EBITDA are the result of the termination of COVID-19 emergency measures set last year by the Quebec Ministry of Health.
• Net Income for the quarter was $0.5M ($0.4M for the same period in 2022).

“We are pleased to show improved results driven by a return to normal of our gross margins. CHCA continues to deliver results in-line with the expectations we had when we purchased it last year, and we are looking forward to closing our recently announced transaction in British Columbia. The addition of Solutions Staffing Inc. to our portfolio will further improve our diversification as we reach our goal of having a coast-to-coast footprint. Our eyes remain open to consolidate more assets in Ontario and the rest of Canada,” said Martin Legault, CEO of Premier Health. “We’ll continue to rigorously manage our existing assets, as we monitor the evolving Quebec market.”

Business Highlights

• The Corporation provided 217,100 hours of service during the quarter.
• The special measures imposed by the Ministry of Health last year were lifted as of January 1st, 2023. As a reminder, these measures were adopted in response to the pandemic. They imposed pricing below existing contracts awarded through a competitive public procurement process.
• The Corporation’s four subsidiaries were awarded contracts under Quebec RFP 2023-8017. The contracts became effective respectively on June 1st for remote regions and June 19th for metropolitan areas.
• Acquisition of Solutions Staffing (British Columbia, Canada), announced on July 4th, 2023. Closing is expected before the end of the current financial year.
• Continued development of our LiPHe platform to further improve automation of our business processes. Deployment is in process at some of our subsidiaries.

Province of Quebec

We expected a gradual return to normality in 2023. However, the National Assembly of Quebec sanctioned Bill 10 on April 20th, 2023. Bill 10 mainly states that the Ministry of Health can decide where, when and for how long institutions can use independent labour. Such decisions need to be enacted through the issuance of specific directives. On July 26th,2023, a draft of the directives was issued. The directives call for certain target dates by which specific regions should stop using independent labor, restrictions on who can be placed, rules on pricing and other reimbursable costs, obligations of placement agencies, and what constitutes a violation exposing an agency to financial sanctions. The directives specifically state that the recent contract awards, RFP 2023-8017, are exempted from the new rules. Also, most northern regions are out of scope, meaning that Premier Soin Nordik and Solution Nursing PHA are mostly unaffected. On August 16th, 2023, the Quebec Minister of Health declared that he had received comments on the draft directives and set the date of October 3rd, 2023, as the target for publishing the final set of directives. Answering questions form the Association of Health and Social Services Establishments Managers (AGESSS), the minister also stated that dates included in the directives could be reevaluated in the future, if necessary to implement a smooth transition.

PHA will endeavour to work within the proposed framework, as it expects many smaller competitors to fail complying to these new rules. We believe that our services offer flexibility to both professionals and institutions, and as such, play a vital role in providing quality healthcare to the population. According to the Quebec Ministry of Health, the province is spending $1.32 billion annually on healthcare independent labor provided by placement agencies.

Canadian Health Care Agency

The Ontario agency was acquired in April of 2022 and contributed to the company’s results for the full first nine months of 2023. For the period CHCA contributed around 27% of the consolidated revenues. The integration of CHCA is going as planned with a solid and well-established management team. CHCA is an important service provider to the Federal Government and is also providing services to provincial entities namely in Manitoba and British Columbia.

Solutions Staffing Inc

On July 4th, 2023, PHA announced the signature of a binding share purchase agreement aiming to buy 100% of the shares of Solutions Staffing Inc (“SSI”), a British Columbia healthcare placement agency. The transaction is proceeding as expected. The closing is subject to customary conditions, the performance of which is ongoing, and is expected to close before the end of PHA’s fiscal year. This acquisition is a major milestone in terms of geographical diversification of PHA. It also expands our base in the travel nurse segment, which, because of longer term assignments, is simpler to manage. Based on its 2022 fiscal year, SSI had revenues of $74.0M and an EBITDA of $6.7M. On a proforma basis, PHA’s revenue base outside Quebec will represent 60% of total revenues.

Issuance of Deferred Shared Units (“DSU”)

On August 28th, 2023, 462,500 DSUs will be issued to PHA’s administrators as compensation for services performed in 2023. The price of each unit was set to $0.80/unit on the award date which was March 23rd, 2023. However, the units could not be issued until now because of restrictions linked to blackout periods. This issuance is made from the normal administrators’ remuneration plan.

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 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 non-recurring items excluding acquisition and transaction costs, non-cash expenses (including loss from disposal of assets, impairments, amortization, and depreciation), interest expense, net of interest income and income tax expense. More detail can be found in PHA’s Management Discussion and Analysis.

For Further Information Please Contact:

Mr. Guy DaoustChief Financial OfficerPremier Health of America Inc.gdaoust@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 events taking place in the future, the achievement of acquisitions or growth objectives, the effects of regulatory changes, amongst 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.