Mr. Dan Matlow reports

VITALHUB CORP. TO ACQUIRE MEDCURRENT CORPORATION

Vitalhub Corp. has signed a definitive agreement to acquire MedCurrent Corp. and its subsidiaries by way of a court-approved plan of arrangement under the provisions of the Business Corporations Act (Ontario).

MedCurrent is a physician-founded clinical decision support (CDS) company focused on improving the quality of care and managing health system costs through its innovative and scalable solution, OrderWise. OrderWise enhances the clinical decision-making process within real time to determine the appropriateness of a test using evidence-based guidelines and artificial intelligence (AI) integrated at the point of care. To date, the development of OrderWise has been primarily focused on improving appropriateness of orders for medical imaging tests. MedCurrent provides its solutions in over 80 customer installations in Canada, the United Kingdom, the United States and Australia.

Hospital diagnostics, including medical imaging and laboratory testing, are critical components of health care delivery, accounting for a sizable portion of hospital expenditures. In Canada alone, hospitals spend over $3-billion annually on medical imaging and $5.9-billion on laboratory testing. Addressing inefficiencies and improving appropriateness in these areas are essential to reducing costs and enhancing patient outcomes. The Conference Board of Canada estimates that, in 2022, average wait times were 67 days for a CT (computed tomography) scan and 133 days for an MRI (magnetic resonance imaging), significantly exceeding the acceptable 30-day standard. These delays result in a net loss of $3.5-billion in GDP (gross domestic product) annually. Additionally, up to 30 per cent of certain medical tests, procedures and treatments are potentially unnecessary, according to the Canadian Institute for Health Information (CIHI). By integrating MedCurrent's CDS solutions, Vitalhub aims to reduce these inefficiencies, with a view to lowering health care costs and improving patient care.

Vitalhub's acquisition of MedCurrent aligns with Vitalhub's strategic vision to integrate cutting-edge technology solutions that streamline health care delivery. MedCurrent's OrderWise platform, focused on optimizing diagnostic orders, will complement Vitalhub's existing patient flow software suite, providing a comprehensive solution to manage health care resources more effectively.

"This acquisition represents a significant step forward in our mission to enhance health care delivery through technology," said Dan Matlow, chief executive officer of Vitalhub. "MedCurrent's unique CDS software addresses a clear and critical need in the health care system. By integrating MedCurrent's solutions with our existing offerings, we believe that we can significantly reduce unnecessary tests and procedures, ultimately lowering costs and improving patient care. We are excited about the potential to expand MedCurrent's reach internationally and enhance our collective impact on global health care systems."

"We are thrilled to join forces with Vitalhub, a company that shares our commitment to improving health care through innovation. This partnership will allow us to accelerate the development and deployment of our solutions, reaching more health care providers and patients worldwide," said Dr. Steve Herman, founder and chief executive officer of MedCurrent.

Transaction conditions and timing

Vitalhub has agreed to acquire MedCurrent for total consideration of up to approximately $34-million (assuming all earnouts are achieved), including a cash payment of approximately $12-million on closing (which amount is subject to customary working capital adjustments and other similar closing adjustments) and additional earnout consideration up to a maximum of approximately $21,875,000) based on annual performance over 36 months.

The transaction will be effected by way of a court-approved plan of arrangement under the Business Corporations Act (Ontario) and will require the approval of at least 66-2/3rds per cent of votes cast by MedCurrent shareholders at a special meeting of MedCurrent shareholders, the timing of which will be approved by the court. Upon completion of the transaction, MedCurrent will become a wholly owned subsidiary of Vitalhub.

Directors, officers and certain other shareholders of MedCurrent, holding approximately 79.81 per cent of the issued and outstanding common shares of MedCurrent, calculated on an as-converted to common share basis, have entered into voting support agreements, pursuant to which they have agreed to vote their MedCurrent common shares in favour of the transaction. In addition to the shareholder and court approval, the transaction is subject to applicable regulatory approvals and third party consents and the satisfaction of certain other closing conditions customary in transactions of this nature. The transaction is expected to close at the beginning of September, 2024.

Vitalhub's legal advisers for the transaction are Torkin Manes LLP. Toronto-based Morrison Park Advisors and Rotterdam-based IMAP Netherlands served as MedCurrent's exclusive financial advisers while Norton Rose Fulbright Canada LLP acted as legal adviser.

Further details of the transaction are set out in the definitive agreement that is available under Vitalhub's corporate profile on SEDAR+.

About MedCurrent Corp.

Headquartered in Toronto, Canada, MedCurrent is focused on improving the quality of care and managing health system costs through its innovative clinical decision support (CDS) platform, enabling real-time, evidence-based guidelines integrated at the point of care to improve health and health care delivery. MedCurrent serves more than 80 organizations throughout Canada, the United Kingdom, the United States and Australia, with its 15 team members based in Canada and the United Kingdom.

About Vitalhub Corp.

Vitalhub is a leading software company dedicated to empowering health and human services providers. The company's clients include hospitals, regional health authorities, mental health and addiction service providers for children and adults, long-term-care facilities, home health agencies, correctional services, and community and social service providers.

Vitalhub's comprehensive suite of SaaS (software as a service) solutions include:

• Electronic health record (EHR), case management, care co-ordination and optimization;
• Patient flow, operational visibility and patient journey optimization;
• Work force automation.

The company has a robust two-pronged growth strategy, targeting organic growth opportunities within its product suite and pursuing an aggressive M&A (merger and acquisition) plan. Currently, Vitalhub serves more than 1,000 clients across Canada, the United States, the United Kingdom, Australia, the Middle East and Europe.

Vitalhub is based in Toronto, Canada, with an offshore development hub in Sri Lanka. The Vitalhub team comprises more than 400 team members globally. The company is publicly traded on the Toronto Stock Exchange under the symbol VHI and on the OTC Markets' OTCQX exchange under the symbol VHIBF.

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