Mr. Martin Legault reports

PREMIER HEALTH SIGNS PURCHASE AGREEMENT TO ACQUIRE BRITISH COLUMBIA BASED COMPANY SOLUTIONS STAFFING INC.

Premier Health of America Inc. has signed a binding share purchase agreement to acquire 100 per cent of the outstanding shares of Solutions Staffing Inc. from its current shareholders. 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 health care staffing services. The total minimum consideration for the transaction is $21-million, 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, chief executive officer 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 health care staffing agency that offers short- and long-term health care assignments, ranging from one to 52 weeks, in communities across Canada. SSI's approach is to offer professional nurses and health care 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 health care 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 Sept. 30, 2022, SSI had unaudited revenues of $74-million, an EBITDA (earnings before interest, taxes, depreciation and amortization) of $6.7-million, a net income of $4.9-million, total assets of $17.7-million and total liabilities of $6.5-million.

"Our objective in teaming up with Premier Health is to leverage our offering of superior care and services to our communities with health care centric technologies," said Sandra Shannon, chief operating officer 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 $25-million, composed of:

• A $21-million 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 $4-million in the event SSI achieves 100 per cent 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, TSX Venture Exchange 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 of America Inc.

Premier Health is a leading Canadian health technology company that provides a comprehensive range of outsourced services solutions for health care needs to governments, corporations and individuals. Premier Health uses its proprietary LiPHe platform to lead the health care services sector digital transformation to provide patients with faster, cheaper and more accessible care services.

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