Mr. Hamed Shahbazi reports

WELL HEALTH ANNOUNCES FIRST TIME-BASED EARN OUT PAYMENT IN CONNECTION WITH ACQUISITION OF PRIVATE HEALTHCARE CLINICS

Further to its news release dated Nov. 1, 2018, and in accordance with the acquisition agreements whereby Well Health Technologies Corp. acquired all of the issued and outstanding shares of 13 target companies operating an aggregate of 13 health care clinics in British Columbia, the company's first quarterly time-based earnout payment is due as of Feb. 1, 2019. Pursuant to the agreements, the company agreed, among other things to make time-based earnout payments payable quarterly over three years, consisting of $1,161,000 cash and $231,369 issuable in common shares of the company priced in the context of the market and subject to a floor price of 45 cents per share.

Upon receiving the approval for the TSX Venture Exchange of the agreements, the company agreed to make shares-for-debt filings for each issuance of shares made in connection to each earnout payment in accordance with Policy 4.3. The company intends to issue an aggregate of 42,846 shares at a price of 45 cents per share, in consideration for $19,281 owing to certain vendors for the earnout payment under the agreements.

The shares-for-debt filing is subject to exchange approval. The shares will be subject to a statutory hold period expiring on the date that is four months and one day after the first earnout payment date.

We seek Safe Harbor.