WELL Health to Acquire Canadian Clinical Assets of Jack Nathan Health and Begin Operating Clinics in Wal-Mart Stores to Grow Healthcare Clinic Network Across Canada

• WELL to acquire Canadian clinical assets from Jack Nathan Medical Corp. including a network of 16 owned and operated clinics, which generated revenue of over $10 million in the past 12 months. The portfolio of owned and operated clinics is expected to operate profitably on an adjusted EBITDA basis in 2025, following immediate synergies with WELL's shared services program and application of WELL's clinic transformation program.
• WELL will also acquire 62 licensee clinics that generate approximately $2.2 million annually in high margin revenue and will become the model for WELL's new 'Affiliate Clinic' business stream.
• On closing, WELL will acquire Jack Nathan's rights to operate medical clinics in Walmart Canada stores, creating a platform to expand its network within Walmart Canada's footprint of over 400 Canadian locations.
• The acquisition of Jack Nathan's licensee clinics business brings forth a new high margin primary care 'Affiliate' business model to WELL that will be characterized by WELL recruiting and placing physicians into small clinics that would be owned and operated by physicians with WELL's technology support.

VANCOUVER, BC and TORONTO, Nov. 4, 2024 /PRNewswire/ -- WELL Health Technologies Corp. (TSX: WELL) (OTCQX: WHTCF) ("WELL" or the "Company"), a digital healthcare company focused on improving health outcomes through technology and empowering healthcare providers globally, is pleased to announce that it has entered into definitive agreements for the acquisition of the Canadian clinical assets of Jack Nathan Medical Corp. (TSXV: JNH) ("Jack Nathan"). This acquisition includes both a network of 16 owned and operated primary care clinics across 13 Canadian cities and a clinic licensing business with 62 licensee clinics, which will become the model for WELL's new Affiliate Clinic business stream. The 16 owned and operated clinics generated over $10 million in revenue in the past 12 months, while the licensing business generated over $2.2 million in annual revenue. On closing of the Transaction, WELL will acquire Jack Nathan's rights to operate medical clinics in Walmart Canada stores, creating a platform to grow primary care operations at Walmart with the goal of expanding WELL's owned and operated network and affiliate managed clinics within Walmart Canada's footprint of over 400 Canadian locations.

Hamed Shahbazi, Founder and CEO of WELL, commented: "Acquiring JNH's Canadian business will mark a key milestone in WELL's mission to support healthcare providers and improve clinic operations across Canada. By adding 90 doctors to our network and expanding with both owned and affiliate clinics, we will be enhancing our ability to support physicians in delivering high-quality care. These clinics, situated in Canadian Walmart stores across a diverse network of 13 Canadian cities, will benefit from WELL's optimization tools and digital innovations aimed at improving efficiency and enhancing the provider experience."

This acquisition will expand WELL's reach across a broad geographic area, offering significant potential for growth, leveraging the footprint of Walmart Canada, and builds on WELL's position as the largest clinic owner-operator in Canada, aligning with its long-term goal of establishing a cohesive, well-integrated pan-Canadian network of healthcare clinics. The newly acquired clinics, located within Canadian Walmart stores, provide convenient access to care in densely populated regions. WELL expects to leverage its shared services program and clinic transformation initiatives to drive performance, with an expectation to operate profitably on an adjusted EBITDA basis in 2025.

WELL's Chief Medical Officer, Dr. Michael Frankel commented "Primary care is the foundation of the healthcare system, and this expanded footprint enables WELL to equip physicians with the tools and support they need to deliver care more efficiently and effectively. This acquisition strengthens WELL's position as a leading healthcare company focused on empowering providers, improving workflows, and ensuring the sustainability of clinic operations."

The Transaction includes 62 licensee clinics across Canada, introducing a new primary care "Affiliate Clinic" business model for WELL. The expansion of this model will involve WELL recruiting and placing physicians into smaller clinics that would be owned and operated by the physicians themselves, with WELL providing comprehensive technology and operational support while generating rental income without operational responsibilities. The Affiliate Clinics will provide rental income without operational responsibilities for WELL, contributing to a high-margin revenue stream while allowing WELL to focus on expanding its larger core clinic operations. This new business model aligns with WELL's ongoing mission to empower healthcare providers and improve the efficiency of clinic operations.

Mike Marchelletta, Executive Vice Chairman of JNH commented, "WELL Health is well positioned to leverage its impressive technology stack, operational expertise and advancements in AI to improve access to millions of patients within the JNH network across Canada, while also enhancing the patient and physician experience. The team at WELL Health have demonstrated exceptional leadership in creating sustainable and tech enabled clinical experiences and we will be pleased to see WELL take the network to the next level."

WELL's clinic transformation team will work to optimize the newly acquired clinics, focusing on improving workflows, streamlining operations, and enhancing both provider and patient experiences. Leveraging WELL's digital tools and innovations, these clinics will undergo a transformation aimed at improving operational efficiency and overall sustainability.

WELL HEALTH TECHNOLOGIES CORP.

Per: "Hamed Shahbazi"

Hamed Shahbazi

Chief Executive Officer, Chairman and Director

About WELL Health Technologies Corp.

WELL's mission is to tech-enable healthcare providers. We do this by developing the best technologies, services, and support available, which ensures healthcare providers are empowered to positively impact patient outcomes. WELL's comprehensive healthcare and digital platform includes extensive front and back-office management software applications that help physicians run and secure their practices. WELL's solutions enable more than 37,000 healthcare providers between the US and Canada and power the largest owned and operated healthcare ecosystem in Canada with more than 180 clinics supporting primary care, specialized care, and diagnostic services. In the United States WELL's solutions are focused on specialized markets such as the gastrointestinal market, women's health, primary care, and mental health. WELL is publicly traded on the Toronto Stock Exchange under the symbol "WELL" and on the OTC Exchange under the symbol "WHTCF". To learn more about WELL, please visit: www.well.company. 

Forward-Looking Statements

This news release contains "Forward-Looking Information" within the meaning of applicable Canadian securities laws, including, without limitation: information regarding the Transaction and the Company's goals, strategies and growth plans. Forward-Looking Information is 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", "goal" or "continue", or the negative thereof or similar variations. Forward-Looking Information involves 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 is not a guarantee of future results or 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: the possibility that the closing conditions to the Transaction may not be satisfied or may not be satisfied on a timely basis; the possibility that the terms of the Transaction may require amendment prior to closing; WELL's ability to successfully integrate the newly acquired clinics into its clinic network; WELL's ability to develop and maintain its commercial relationship with Wal-Mart Canada Corp.; direct and indirect material adverse effects from adverse market conditions; risks inherent in the primary healthcare sector in general; regulatory and legislative changes; litigation risk; that future results may vary from historical results; an inability to realize the expected benefits and synergies of acquisitions; that market competition may affect the business, results and financial condition of WELL and other risk factors identified in documents filed by WELL under its profile at www.sedar.com, including its most recent Annual Information Form and its most recent Management, Discussion and Analysis. Except as required by securities law, WELL does not assume any obligation to update or revise any forward-looking information, whether as a result of new information, events or otherwise. 

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