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WELL Health Announces first Time-Based Earn Out Payment in Connection with Acquisition of Private HealthCare Clinics

Vancouver, B.C. – WELL Health Technologies Corp. (TSX.V: WELL) (the “Company” or “WELL”), a company focused on consolidating and modernizing clinical and digital assets within the primary healthcare sector, announces, further to its news release dated November 1st, 2018, and in accordance with the acquisition agreements whereby the Company acquired all of the issued and outstanding shares of 13 target companies operating an aggregate of thirteen Healthcare Clinics in British Columbia (the “Agreements”), the Company’s first quarterly time-based earn out payment is due (the “Earn Out Payment”) as of February 1st, 2019 (the “First Earn Out Payment Date”). Pursuant to the Agreements, the Company agreed, among other things to make time-based earn out payments payable quarterly over three years, consisting of $1,161,000 cash and $231,369 issuable in common shares of the Company priced in the context of the market and subject to a floor price $0.45 per share.

Upon receiving the approval for the TSX Venture Exchange (“TSXV”) of the Agreements, the Company agreed to make Shares for Debt filings for each issuance of shares made in connection to each Earn Out Payment in accordance with Policy 4.3. The Company intends to issue an aggregate of 42,846 shares at a price of $0.45 per share, in consideration for $19,281 owing to certain vendors for the Earn Out Payment under the Agreements.

The Shares for Debt filing is subject to Exchange Approval. The shares will be subject to a statutory hold period expiring on the date that is 4 months and one day after the First Earn Out Payment Date.


Per:         “Hamed Shahbazi”                                                                                                    
                  Hamed Shahbazi
                  Chief Executive Officer, Chairman and Director

For further information:

WELL Health Technologies Corp.
Hamed Shahbazi
Chief Executive Officer, Chairman and Director
Tel. (604) 628-7266

WELL Media Contact
Nadia Gillis
Tel. (778) 990-9202

This news release contains forward-looking information that involves various risks and uncertainties regarding future events. Such forward-looking information can include without limitation statements based on current expectations involving a number of risks and uncertainties and are not guarantees of future performance of WELL, such as statements that WELL intends to make the Shares for Debt filing. There are numerous risks and uncertainties that could cause actual results and WELL’s plans and objectives to differ materially from those expressed in the forward-looking information, including: (i) adverse market conditions; or (ii) the TSXV not approving the Shares for Debt filing. Actual results and future events could differ materially from those anticipated in such information. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, WELL does not intend to update these forward-looking statements.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.