WELL Health Announces Approval of Normal Course Issuer Bid
Vancouver, BC, May 30, 2022 - WELL Health Technologies Corp. (TSX: WELL) (the “Company” or “WELL”), a company focused on positively impacting health outcomes by leveraging technology to empower practitioners and their patients globally, is pleased to announce that the Notice of Intention to Make a Normal Course Issuer Bid (“NCIB”) it filed with the Toronto Stock Exchange (“TSX”) has been approved by the TSX. The NCIB is a renewal of its NCIB that expired on May 11, 2022.
WELL believes that purchases of its common shares (the “Shares”) pursuant to the NCIB will contribute to the facilitation of an orderly market and be in the best interests of the Company and its shareholders. In the event that WELL believes that its Shares begin trading in a price range that does not adequately reflect their underlying value based on WELL’s business prospects and financial position, WELL may purchase Shares pursuant to the NCIB. Depending upon future price movements and other factors, WELL believes that its outstanding Shares represent an attractive investment and a desirable use of a portion of its corporate funds.
At the opening of the stock market on today’s date, the Company had 222,215,443 Shares issued and outstanding. Under the NCIB, the Company may acquire up to an aggregate of 5,555,386 Shares over the next 12-month period, representing approximately 2.5% of the issued and outstanding Shares of the Company. In accordance with TSX rules, daily purchases made by the Company on the TSX will not exceed 276,932 Shares, subject to certain prescribed exemptions, being 25% of the average daily trading volume over the preceding six calendar months of 1,107,730 Shares. The NCIB will be effective from June 1, 2022 to May 31, 2023.
Although the Company was eligible to purchase up to 4,879,031 Shares pursuant to its NCIB that expired on May 11, 2022, the Company’s board of directors has only recently believed that market prices of the Shares do not properly reflect the underlying value of such Shares. As a result, WELL purchased 50,000 Shares through the facilities of the TSX in the period following release of the Company’s fourth quarter results on March 31, 2022, at an average price of $4.85 on the TSX pursuant to its previous NCIB.
Purchases subject to this NCIB will be made on the open market through the facilities of the TSX and any alternative trading systems in Canada by a broker on behalf of the Company in accordance with applicable regulatory requirements. All Shares purchased by the Company under the NCIB will be returned to treasury and cancelled.
To the knowledge of the Company, no director, senior officer or other insider of the Company or any of their associates currently intends to sell any Shares under this bid. However, sales by such persons through the facilities of the TSX or any other available market or alternative trading system in Canada may occur if the personal circumstances of any such person change or if any such person makes a decision unrelated to these normal course purchases. The benefits to any such person whose Shares are purchased would be the same as the benefits available to all other holders whose Shares are purchased.
WELL HEALTH TECHNOLOGIES CORP.
Per: “Hamed Shahbazi”
Chief Executive Officer, Chairman and Director
About WELL Health Technologies Corp.
WELL is a practitioner focused digital healthcare company whose overarching objective is to positively impact health outcomes to empower and support healthcare practitioners and their patients. WELL has built an innovative practitioner enablement platform that includes comprehensive end to end practice management tools inclusive of virtual care and digital patient engagement capabilities as well as Electronic Medical Records (EMR), Revenue Cycle Management (RCM) and data protection services. WELL uses this platform to power healthcare practitioners both inside and outside of WELL's own omni-channel patient services offerings. As such, WELL owns and operates Canada's largest network of outpatient medical clinics serving primary and specialized healthcare services and is the provider of a leading multi-national, multi-disciplinary telehealth offering. WELL is publicly traded on the Toronto Stock Exchange under the symbol "WELL" and is part of the TSX Composite Index. The Company also trades on the OTCQX Markets under the symbol "WHTCF". To learn more about the Company, please visit: www.well.company.
Notice Regarding Forward-Looking Information
This news release contains "Forward-Looking Information" within the meaning of applicable Canadian securities laws, including, without limitation, the expectation that the Company will conduct an NCIB and purchase the maximum number of Shares permissible thereunder as described in this news release. Forward-Looking Information is based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, and contingencies. Forward-Looking Information generally can be identified by the use of forward-looking words such as "may", "should", "will", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. Forward-Looking Information involves known and unknown risks, uncertainties and other factors that may cause future results, performance or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by those Forward-Looking Information and the Forward-Looking Information is not a guarantee of future performance. WELL's statements expressed or implied by the Forward-Looking Information is subject to a number of risks, uncertainties, and conditions, many of which are outside of WELL 's control, and undue reliance should not be placed on such statements. Forward-Looking Information is qualified in their entirety by inherent risks and uncertainties surrounding the NCIB, including: direct and indirect material adverse effects from the COVID-19 pandemic; adverse market conditions; risks inherent in the primary healthcare sector in general; regulatory and legislative changes; that future results may vary from historical results; that market competition may affect the business, results and financial condition of WELL and other risk factors identified in documents filed by WELL under its profile at www.sedar.com, including its most recent Annual Information Form. Except as required by securities law, WELL does not assume any obligation to update or revise any Forward-Looking Information, whether as a result of new information, events or otherwise.
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Investor Relations Manager