Mr. Martin Legault reports

PREMIER HEALTH COMPLETES THE PREVIOUSLY ANNOUNCED ACQUISITION OF BRITISH COLUMBIA BASED SOLUTIONS STAFFING INC.

Premier Health of America Inc. has completed the acquisition of 100 per cent of the outstanding shares of Solutions Staffing Inc. from its shareholders. The transaction was initially announced on July 4, 2023. As a result of the transaction, Solutions Staffing has 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 plus working capital and tax adjustments payable in cash, plus a variable consideration based on the achievement of performance objectives, minus indebtedness as more fully detailed herein. Concurrently with the transaction, the corporation is also reaching financial close on the $50-million financing announced on Oct. 30, 2023. The proceeds of the financing are used for the transaction and to refinance a large portion of the corporation's outstanding debts.

"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/seven 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 $74.00-million, an EBITDA (earnings before interest, taxes, depreciation and amortization) of $6.7-million and a net income of $4.9-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

As per the agreement with the shareholders of Solutions Staffing, the corporation acquired all the issued and outstanding shares of SSI on a cash and debt-free basis for a total consideration of $21.0-million plus net working capital and taxes adjustments of $1.8-million paid at closing, and a variable deferred cash consideration payable over two years ranging from nil to $6-million depending on the achievement of EBITDA objectives by SSI. An amount of $1.2-million is also payable based on the actual collections of certain receivables.

The transaction was carried out through a newly created wholly owned subsidiary of the corporation, 1424982 B.C. Ltd. (SubCo). The transaction is an arm's-length transaction and is subject to final working capital adjustments to be completed within 90 days following the closing of the transaction. Acumen Capital Partners acted as financial adviser for the transaction.

About Premier Health of America Inc.

Premier Health is a leading Canadian healthtech 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 software 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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