Premier Health Announces Binding LOI to Acquire Operating Pharmacy

VANCOUVER, British Columbia, December 10, 2018 /PRNewswire/ --

• For the fiscal year 2017/18, the pharmacy has revenues of approximately $1MM and Adjusted EBITDA^[1] of approximately 30%
  
• Advances Premier's long-term strategy of growing its business in each of the major verticals of primary care 

Premier Health Group (CSE: PHGI) (OTCQB: PHGRF) (Frankfurt: 6PH) (the "Company" or "Premier Health"), a Company focused on developing innovative approaches that combine human skill based expertise with emerging technologies for the healthcare industry, is pleased to announce that as a part of its growth strategy to cover the major verticals associated with primary care, it has signed a binding Letter of Intent ("LOI") to acquire a Vancouver, British Columbia based pharmacy. The Company expects the acquisition to close in or about Q1-19.

"We are excited for this opportunity to acquire our first pharmacy, and thereafter being able to prepare and deliver prescription and non-prescription pharmaceuticals and other health products to patients. In doing so, the pharmacist will play an integral role in our team-based patient centric model," said Dr. Essam Hamza, CEO of Premier. "Premier has engaged with patients, pharmacies and technology providers to not only introduce pharmacy services as a component of our comprehensive telemedicine app, but also to explore and implement efficiencies in fill and fulfillment."

Under the terms of the LOI, the total consideration payable by Premier is $1,350,000, which will be paid as follows: (i) $200,000 deposit paid on signing of the LOI, (ii) $350,000 due on signing of a definitive agreement, (iii) $650,000 due on closing, (iii) $150,000 due six (6) months after closing.  

The acquisition is subject to customary closing conditions, including execution of a definitive acquisition agreement and receipt of any required regulatory and stock exchange approvals. 

The Company continues to evaluate additional pharmacy acquisitions and/or partnerships, which include bricks and mortar locations and strategic new retail opportunities. Additionally, the Company has engaged with healthcare technology providers and expects to provide further updates on its HealthVue app and other technology initiatives in the coming weeks.

Footnote:

1. This news release contains references to Adjusted EBITDA from continuing operations, which is a non-IFRS metric. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization, adjusted for non-recurring distributions to current owners. Premier uses EBITDA as it is a common measure used to assess profitability before the impact of different financing methods, income taxes, depreciation and impairment of capital assets and amortization of intangible assets. Premier believes that investors and financial analysts also use EBITDA to evaluate financial performance.  EBITDA is not a measure of financial performance under IFRS and should not be considered as an alternative to operating income or any other measure of financial performance presented in accordance with IFRS. EBITDA excludes some, but not all, items that affect operating income.  

ON BEHALF OF THE BOARD OF DIRECTORS
"Dr. Essam Hamza, MD"
Chief Executive Officer

About Premier Health 

Premier Health is a Canadian company that is strategically poised to take advantage of business opportunities in the global health care industry. We are developing innovative health care approaches that combine human skill based expertise with emerging technologies, with the goal of setting the gold standard for services in locations of interest worldwide. Premier Health's subsidiary, HealthVue is focused on developing proprietary technology to deliver quality healthcare through the combination of connected primary care clinics with telemedicine and artificial intelligence (AI). We currently have an ecosystem of over 100,000 active patients and have plans to rapidly increase that number both domestically and internationally. The HealthVue team has a strong track record of successfully creating value in healthcare and technology enterprises. The Management team has deep clinical, financial and operational expertise and a passion for improving healthcare for all patients.

Cautionary Statements  

This news release contains forward-looking statements that are based on Premier Health's expectations, estimates and projections regarding its business and the economic environment in which it operates, including with respect to the acquisition of the pharmacy, including the timing thereof, and its plan to acquire additional pharmacies in the future. Although Premier Health believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. Therefore, actual outcomes and results may differ materially from those expressed in these forward-looking statements and readers should not place undue reliance on such statements. These forward-looking statements speak only as of the date on which they are made, and Premier Health undertakes no obligation to update them publicly to reflect new information or the occurrence of future events or circumstances, unless otherwise required to do so by law. 

This news release contains future-oriented financial information and financial outlook information (collectively, "FOFI") about Premier's prospective results of operations, including revenue and EBITDA, all of which are subject to the same assumptions, risk factors, limitations, and qualifications as set forth in the above paragraphs. FOFI contained in this news release was made as of the date of this news release and was provided for the purpose of providing further information about Premier's future business operations. Premier disclaims any intention or obligation to update or revise any FOFI contained in this news release, whether as a result of new information, future events or otherwise, except as required by securities law. Investors are cautioned that the FOFI contained in this news release should not be used for purposes other than for which it is disclosed herein. 

Non-GAAP Financial Measures 

This news release contains non-generally accepted accounting principles ("GAAP") financial measures. The non-GAAP financial measures in this news release include EBITDA, or earnings before interest, taxes, depreciation and amortization. Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. Premier utilizes both GAAP and non-GAAP financial measures to assess what it believes to be its core operating performance and to evaluate and manage its internal business and assist in making financial operating decisions. Premier believes that the inclusion of non-GAAP financial measures, together with GAAP measures, provides investors with an alternative presentation useful to investors' understanding of Premier's core operating results and trends 

The Canadian Securities Exchange does not accept responsibility for the adequacy or accuracy of this release. 

For additional information contact:
Premier Health Group Inc.
http://www.healthvue.com
Email: investors@healthvue.com
+1-604-617-7221