WELL Health Technologies Corp....space with a proven management team deploying a disciplined M&A platform, we believe WELL Health presents an attractive risk/reward profile for the

Equity Research Healthcare Tech: Canadian Small Cap

December 12, 2018

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Company Description WELL Health Technologies Corp. (“WELL Health” or “WELL”) is a Canada-based Primary Healthcare operator and technology service provider. With a focus on innovation, the Company integrates healthcare expertise with software and technology platforms in an effort to better physician and patient experiences and health outcomes. The Company’s walk-in and family practice clinics involve over 357 health professionals, including approximately 180 physicians, who serve more than 600,000 patient visits per year.

WELL Health Technologies Corp. (TSXV:WELL) Making Patients, Physicians and Investors Feel “WELL”

Investment Highlights • Only pure-play Canadian name for primary and digital-enabled

healthcare. The Company is capitalizing on a unique opportunity to create a disruptive platform focused on accretive M&A and profitable growth. In a large and expanding healthcare market with spending levels anticipated to reach C$242.0B or $6,604 per Canadian, WELL is leveraging an established base of 19 profitable Primary Healthcare clinics to successfully integrate digital technologies, such as Electronic Medical Records (EMR), Telemedicine and Big Data. Most recently, on November 27, 2018, WELL announced that is acquiring NerdEMR, the largest provider of open-source clinical application resource (OSCAR) EMR services to approximately 220 medical clinics in British Columbia. Previously, on November 2, 2018, WELL made a strategic investment in Circle Medical, a Silicon Valley-based full-stack primary care provider, with an aim to incorporate the Company’s mobile and AI-inspired suite of applications into its physician network. We see WELL riding on the tailwinds of these secular themes in healthcare technology in the foreseeable future.

• Long-term value lies in Non-Insurable Services and IP/SaaS licensing. The Company has stated its goal to aggressively grow its Non-Insurable Services and IP/SaaS platforms to be key revenue drivers over time. Non-Insurable Services is a higher-margin business vs. Insurable Services, and includes diagnostic services, health assessments and nutraceuticals. From a long-term value creation standpoint, we see the Company’s interest in licensing IP/SaaS capabilities as providing meaningful upside to the shares, due to recurring revenue potential and the subsequent re-rating of the stock to a higher multiple from its current base.

• Strategic Investment by Sir Li Ka-shing highlights WELL’s global market opportunity. Hong Kong business leader, Sir Li Ka-shing made an investment in the equity of WELL Health Technologies through a private placement closed in May 2018. This strategic investment by one of the world’s most prominent investors gives credibility to our constructive outlook on the Company’s shares.

• Strong Management Team & Disciplined Capital Allocation. WELL Health boasts a proven management team led by Mr. Hamed Shahbazi, who founded TIO Networks (TSXV: TIO) in 1997 and transitioned it into a multi-channel payment solution provider before it was acquired by PayPal (NASDAQ: PYPL) for C$304M in July 2017. In addition, Dr. Michael Frankel, who previously joined WELL as Director of Medical Clinic Operations, has recently been appointed Chief Medical Officer. He has more than 16 years of experience in operating Primary Healthcare clinics in the Lower Mainland, which makes him a premier asset. The Company’s M&A growth strategy is predicated on buying undervalued primary healthcare platforms and incorporating synergistic digital technologies.

Market Data (TSXV:WELL) Closing Price (December 12, 2018)

52 Week Range

Market Cap

Fully Diluted Shares Outstanding*

Free Float

Cash**

Total Assets*

Total Debt*

Revenue (FY2017)

Revenue (FY2018E)

Revenue (FY2019E)

Top Shareholders Hamed Shahbazi

Li Ka-shing Group

PenderFund Capital Management

Dr. Michael Frankel

Peter Maclean

John Kim

$0.42

$0.25- $0.75

$39.3M

93.6M

66.1%

$7.7M

$11.6M

$0M

$0.4M

$8.0M

$27.0M

19.6%

19.5%

1.7%

1.5%

0.8%

0.5%

Management Hamed Shahbazi

Brian Levinkind, CPA

Dr. Michael Frankel

Alex Read

Chris Ericksen

Eva Fong, FCCA

Kenneth Cawkell, LLB

John Kim, CFA

Thomas Liston, CFA

Peter Maclean

CEO & Chairman

Chief Financial Officer

Chief Medical Officer

Chief Operating Officer

SVP, Marketing & Product Dev

SVP, M&A

Independent Director




*includes the post-acquisition shares that will be issued as

per the press release on Aug 28, 2018

**cash amount will be lower in the aftermath of the closed

acquisition of 13 primary healthcare clinics on Nov 1, 2018

All figures in CAD unless otherwise stated.

Source: Company Reports, Thomson Reuters

Headquarters Vancouver, B.C., Canada

Alp Erdogan, MBA | Senior Analyst

[email protected] | 1 (647) 479-5690

Alexander Cardno | Associate

[email protected] | 1 (519) 781-2426

Price Performance

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WELL Health Initiation Report Healthcare Tech: Canadian Small Cap

December 12, 2018

Table of Contents

Company Description .............................................................................. 1

Investment Highlights ............................................................................. 1

Financial Highlights & Valuation ............................................................ 3

Industry Overview & Investment Thesis ................................................. 3

Company Overview ................................................................................. 7

The Strategy: Accretive Acquisitions ............................................... 8

Revenue Growth Plan ....................................................................... 9

Strategic Investment by Sir Li Ka-shing .......................................... 9

Current Clinic Portfolio .................................................................. 10

Competitive Landscape ......................................................................... 10

Financial Analysis & Valuation ............................................................. 12

Risks ...................................................................................................... 14

Appendix A: Recent News .................................................................... 15

Appendix B: Management ..................................................................... 18

Appendix C: Directors ........................................................................... 19

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Financial Analysis & Valuation Compelling Valuation Supports Our Constructive Outlook. WELL FY2019 revenue is forecasted to be approximately C$27.0M and clinic EBITDA approximately C$1.7M on the back of its most recently announced clinic acquisitions in British Columbia. On a relative valuation basis, WELL stock is trading at 1.2x NTM EV/Sales, an attractive discount to 1.6x commanded by its industry peers. As the only pure-play into the nascent primary & digitally-enabled healthcare space with a proven management team deploying a disciplined M&A platform, we believe WELL Health presents an attractive risk/reward profile for the next 12-24 months. Additionally, we believe the Company has reached initial scale in its clinic portfolio such that the next catalyst will be the layering of technology investments to better support doctors and drive efficiencies, The recent acquisition of NerdEMR, the largest provider of OSCAR EMR services in B.C. and the strategic investment in Circle Medical, a Silicon Valley-based full-stack primary care provider, catapult WELL into the North American EMR marketplace with two premier assets.

Industry Overview & Investment Thesis

Canadian government outlook and demographic shifts act as tailwinds for healthcare spending

The Canadian healthcare ecosystem draws interest from both public and private bodies. Healthcare spending in Canada was estimated to reach C$242.0B in 2017, representing 11.5% of the country's nominal GDP. When we extrapolate the

Figure 1: Healthcare spending in Canada

Source: Canadian Institute for Health Information

In 2017, total healthcare expenditures in Canada was anticipated to rise by 3.9% - a relatively small increase

compared to the growth rate recorded at the beginning of the decade. However, health spending per capita between

2010 and 2014 decreased in real terms by an average of 0.2% per year. This relative decline was a result of Canada’s

modest economic growth coupled with fiscal restraint as the federal government put a lid on overall spending in a bid to

narrow deficits.

Between 1975 to early 1990s, healthcare expenditures exhibited an upward trend. Total healthcare spend as a

proportion of GDP was 7.0% in 1975. However, this ratio increased sharply, from 6.8% in 1979 to 8.1% in 1983 on the

back of a falling GDP base during the 1982 recession. Accordingly, the ratio continued to increase thereafter and reached

the 9.8% level for the first time in 1992.

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December 12, 2018

Figure 2: Total healthcare expenditures as a percentage of GDP, Canada, 1975 to 2017


During the mid-1990s, as the governments followed on the path of fiscal restraint, healthcare expenditures increased at a slower pace than that of GDP. The period spanning from late 1990s to 2010 saw huge investment flows into the healthcare vertical. Healthcare spend as a percentage of GDP reached its peak at 11.6% in 2010. Since the 2008 Great Recession, governments have focused on restraining program spending to reduce budgetary deficits. Currently, healthcare is estimated to account for 11.5% share of the Canadian GDP.

Two leading indicators of healthcare spending, as a share of program spending and the overall economy respectively, illustrate the fact that between 2001 and 2016, provincial governments increased their allocation to healthcare budgets. In this 15-year period, healthcare spend grew by 116.4%, surpassing the growth in other program spending (94.6%) and nominal GDP (77.4%). During the same period, the share of program spending represented by healthcare for the provinces in total grew from 37.6% to 40.1%. Additionally, total provincial healthcare spending grew to 7.3% of Canada’s GDP in 2016 from the 6.0% level in 2001.

Figure 3: Index of Comparative Growth, Canada, 2001-2016

Source: Fraser Institute, Canada

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December 12, 2018

In 2017, the public sector was projected to account for approximately 70% of total healthcare expenditures. Within the public sphere, provincial and municipal government spending is expected to represent 65% of total health expenditures, with the balance coming from other federal government players and Social Security. Since 1997, the public sector share has remained relatively stable at about the 70% level.

Figure 4: Total healthcare expenditures by Public and Private Sector


The private sector was estimated to account for 30% of total healthcare expenditures in 2017. There are three spending categories in the private sector bucket– the highest being out-of-pocket spending (14.8%), followed by private health insurance (12.2%) and non-consumption (3.2%).

Demographic shifts in the Canadian economy represent another macro tailwind for elevated levels of healthcare spending. More specifically, the proportion of the population over age 65 is expected to increase from 16.9% in 2017 to 23.1% by 2031.

Figure 5: Proportion of the Population, 65 Years and Over, 2017-2031

Source: Fraser Institute, Canada

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December 12, 2018

When we look at per capita spend by provincial and territorial governments, we notice that the highest cost was incurred by seniors followed by infants. In 2015 (the latest available year for data), the average cost for Canadians aged less than one year was estimated to be C$11,037 per person. In comparison, for those above 65 years of age, this figure was C$15,727.

Figure 6: Health Care Expenditure per Capita by Age Group, Canada, 2015


Consequently, historical trends in healthcare spending coupled with demographic shifts illustrate the vast opportunity for high-growth companies emerging in the space. In Canada, the care delivery sector has dedicated a greater share of overall spending to the healthcare industry year over year. Since 1997, hospitals have accounted for the most significant share of health spending at 28.3%, followed by Drugs and Physicians, at 16.4% and 15.4%, respectively.

When we survey the landscape south of the border, the U.S. health industry is a US$5 trillion ecosystem, dominated by care delivery. Currently, 88% of the healthcare spending dollars goes towards "clinical care,” despite only representing 20% of the impact. Over the next decade, the balance will likely shift, with growth in Health & Wellness platforms and support. Consequently, the current landscape is ripe for disruption, with numerous trends in technological advancement, decentralization, and societal increase in wellness leading the path.

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Figure 7: U.S. Health Ecosystem

Source: Corporate Presentation

Company Overview WELL Health Technologies Corp. is a Canada-based Primary Healthcare operator that specializes in providing healthcare services to patients. Backed by legendary investor Sir Li Ka-shing, WELL’s overarching objective is to empower primary care doctors to provide the best and most advanced care possible leveraging the advancements in digital health. As a Primary Healthcare operator and technology provider, the Company combines professional health expertise and software platform capabilities to benefit doctors and patients.

The Company was incorporated on November 23, 2010 under the Business Corporations Act (British Columbia) as Movarie Capital Ltd – a Capital Pool Company (CPC). On June 1, 2017, the Company changed its name from Movarie Capital Ltd. to Wellness Lifestyles Inc. and subsequently to WELL Health Technologies Corp. effective June 13, 2018.

WELL Health Technologies' current regional focus is Canada, where its platform offers services within the context of publicly accessible, government reimbursed healthcare. In case the services are not eligible for reimbursement, the patients and/or third parties are directly charged.

The Company was recognized as a TSX Venture 50 Company in 2018 and trades on the Venture Exchange under the ticker ‘WELL’. The Company's current clinic portfolio includes over 357 healthcare professionals, who serve an estimated 600,000 patients per year.

WELL Health Technologies seeks to leverage a Digitally-Enabled Healthcare M&A strategy in order to maximize profitable growth in the primary healthcare space. The end goal is to acquire family practice medical clinics in North America and to enhance the efficiency and profitability of proven clinics by combining medical standards with the latest technological trends, such as Telemedicine, Electronic Medical Records (EMR), Artificial Intelligence and Big Data.

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The Strategy – Accretive Acquisitions in Primary and Digital-Enabled Healthcare

WELL Health Technologies is actively looking to exploit M&A opportunities in Primary and Digitally-Enabled Healthcare. Management is focused on maximizing profits by employing the latest advancements in healthcare technology. In this framework, the Company is deploying a two-phase acquisition strategy - Phase 1 for Primary Healthcare and Phase 2 for Digital-Enabled Healthcare.

As part of its M&A driven growth platform, the Company is seeking acquisition targets in the areas of family practice medical clinics and health-focused digital technologies within Canada and the United States. The targets are established businesses with existing revenue streams, have profitable operations with fixed lease contracts, and have minimum 1,000 patient visits per month. WELL Health’s key objectives include offering standardized and high-quality services, working with trusted and reliable practitioners in the industry, as well as combining medical standards with the latest technological trends (e.g. Precision Health, Telemedicine, AI-driven healthcare etc.).

Figure 8: Corporate M&A Strategy


The Company has a compelling watch list that provides line-of-sight on additional profitable Primary Healthcare clinics, and synergistic disruptive digital technologies. Within this framework, the Company deploys best-in-class shared services to create a scalable growth model, thereby modernizing its operation with the use of technology to benefit doctors and patients, and executing on a disciplined and highly accretive capital allocation program.

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Revenue Growth Plan - SaaS/IP Licensing as a Key Revenue Driver

As WELL Health Technologies is relatively new in the primary healthcare sector, its core focus is on consolidating and modernizing clinical and digital assets. Management relies on three core pillars of revenue generation to extract shareholder value – Insurable Services, Non-insurable Services and SaaS/IP licensing.

Figure 9: Revenue Breakdown & Growth Plan


Insurable Services are comprised of the Medical Services Plan (MSP), Ontario Health Insurance Plan (OHIP), and Telemedicine. Currently, this segment accounts for 90% of WELL's consolidated topline as of Q3F18. On the other hand, Non-insurable Services, which include diagnostic services, health assessments and nutraceuticals, accounts for the remaining 10% of total revenues. As of now, SaaS/IP licensing does not meaningfully contribute to WELL’s revenues.

The long-term goal is to grow the IP/SaaS segment to be the key revenue generator, with Non-Insurable Services also seeing strong growth. From a margin profitability standpoint, we note that Insurable Services is a mid-single digit EBITDA business, whilst Non-Insurable Services generates ~10-15% EBITDA margins and SaaS/IP Licensing generates ~25% EBITDA margins.

Strategic Investment by Sir Li Ka-shing

As a testament to Well Health's global market opportunity, in May 2018, Hong Kong business leader, Sir Li Ka-shing led a strategic investment in the equity of Well Health through Horizons Ventures Limited, his private venture vehicle. On May 15, 2018, WELL Health Technologies issued 15,877,939 shares at a price of C$0.33 per share for gross proceeds of C$5.2M to a group of strategic investors including Sir Li Ka-shing. Further, the Company issued 6,291,639 shares at a price of C$0.37 per share to the President's list for gross proceeds of C$2.3M, in which Mr. Shahbazi personally contributed C$2.0M. WELL Health is the latest addition to Mr. Li Ka-shing's iconic portfolio of venture investments, which include venerable early positions in notable names such as Facebook (NASDAQ: FB), Spotify (NYSE: SPOT), Siri, Deepmind, Slack, and Skype.

Figure 10: Horizon Ventures Investment Portfolio


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Current Clinic Portfolio

WELL Health Technologies currently has the largest chain of healthcare clinics in British Columbia. On a consolidated basis, WELL owns and operates a total of 19 clinics, with 357 healthcare professionals serving more than 600,000 patient visits per year. In our opinion, augmenting scale and investing in digital technology are foundational to the Company’s operating strategy. In other words, an established base of profitable primary healthcare clinics provides the platform and distribution channel to then successfully integrate disruptive technologies such as EMR, Doctor/Patient Digitization, Telehealth and AI-driven Healthcare.

On February 9, 2018, the Company announced that it acquired six profitable and established primary healthcare clinics for a total purchase price of C$3.9M. These acquisitions are highly accretive, representing a revenue run rate of C$8.0M and clinic EBITDA of C$660K. The implied takeout multiple is less than 6x EBITDA, a metric that highlights prudent capital allocation by management.

Most recently, on November 1, 2018, WELL Health completed the acquisition of thirteen primary healthcare clinics in British Columbia for a total purchase price of C$6.4M. Based on expected synergies, the new clinics are forecasted to drive north of C$19M in annual revenue and C$1.2M in clinic EBITDA/year. These numbers imply a takeout multiple of ~5.3x EBITDA, which we again view as accretive to earnings within the Company’s disciplined M&A strategy.


Table 1: Post Acquisition Patient Visits by Clinic

Competitive Landscape

In the Canadian marketplace, there is no direct comparable to WELL Health Technologies. However, we take note of several national players that could be considered in size and market vertical. In this framework, we highlight the following names: Centric Health Corp. (TSX:CHH), Extendicare Inc. (TSX:EXE), Sienna Senior Living Inc. (TSX:SIA), Premier Health Group Inc. (CSE: PHGI) and Nova Leap Health Corp. (TSXV:NLH).

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Table 2: Canadian Publicly-Listed Comparables

Name Ticker Description

Centric Health Corp. TSX: CHH Centric Health provides healthcare services to patients and customers in Canada. The Company has two business divisions – Specialty Pharmacy, and Surgical and Medical Centres. The Specialty Pharmacy offers traditional pharmacy services, and clinical and specialty services for long term care and retirement communities, serving more than 28,000 residents. The Surgical and Medical Centres segment offers diagnostic and surgical services. The Company is the owner of Canada's first Centre of Excellence in Metabolic and Bariatric Surgery.

Extendicare Inc. TSX: EXE Extendicare Inc. owns and operates long-term care centres, retirement centres and provides home healthcare services. The Company operates 105 long-term care centres and 15 private-pay retirement communities in Canada. It has five business segments – Long-term Care, Retirement Living, Home Health Care, Management and Consulting Services, and Group Purchasing Services.

Sienna Senior Living Inc. TSX: SIA Sienna Senior Living Inc. provides a range of senior living and care options across Ontario and British Columbia which includes long term care facilities, retirement communities, complex care etc. Having 46 years of operations, the Company has 37 Retirement Residencies, 40 Long Term Care Communities and 8 Sienna Residential Care Residencies.

Nova Leap Health Corp. TSXV: NLH Nova Leap Health Corp. provides personal home care and support services. Headquartered in Halifax, Nova Scotia, the Company acquires, manages and builds home care services companies which offer support to customers and their families at home. The Company's objective is to assemble a portfolio of Home and Home Health Care companies and has completed several acquisitions in New Hampshire, Rhode Island, Vermont, Massachusetts and Nova Scotia.

Premier Health Group Inc. CSE: PHGI Premier Health Group operates a multidisciplinary rehabilitation facility in the Dominican Republic. The Company provides physiotherapy, massage therapy, and conditioning services to patients recovering from various injuries and conditions. Premier Health also offers speech developmental services to infants and children. The Company is headquartered in Vancouver, Canada.

Source: Company Website, Thomson

On a relative valuation basis, WELL shares trade at forward 1.2x EV/Sales vs. 1.6x commanded by its industry peers. We note that given the lack of direct comparables in the Small-Cap Equity bucket, metrics such as EV/Sales or EV/EBITDA should not be considered a definitive yardstick for WELL’s valuation case. In addition, market participants normally attach a relative premium to a name such as WELL Health due to the embedded growth profile. For a more comprehensive look, see Table 3, “Publicly Traded Comparables.”

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December 12, 2018

Financial Analysis & Valuation

WELL Health’s business model is anchored on three key pillars: Organic Growth, Operational Excellence and Acquisitions. In more detail, Organic Growth refers to attracting and retaining physicians. Operational Excellence implies the provision of the highest standard of care by leveraging digital technologies. Acquisitive Growth (as explained earlier in the report) is driven by adding in accretive health clinics and technologies to drive topline growth and EBITDA profitability. Currently, the Company generates revenue from two segments: Insured Services and Non-Insured Services. As of Q3F18, Insured Services revenue of C$3.5M contributed to 90% of its consolidated topline, while Non-Insured Services accounted for the remaining 10%, at C$0.4M.

Our projections call for FY2019 revenue of C$27.0M and FY2019 Clinic EBITDA to approximate C$1.7M. This is predicated on the expected synergies from the highly-accretive, transformational acquisition announced in August 2018. On a forward-looking basis, we continue to monitor incremental management commentary for further support to our positive outlook, as WELL embarks on becoming the premier ‘enterprise-grade provider of Primary Healthcare’ in Canada. Until now, management has proved itself to be a prudent steward of shareholder capital, and we see WELL as an organizer of undervalued yet profitable clinic and digital assets.

On a relative valuation basis, WELL shares currently trade at 1.2x NTM EV/Sales, an attractive discount to 1.6x commanded by its industry peers. As the only pure-play in the nascent primary & digitally-enabled healthcare space with a proven management team deploying a disciplined M&A platform, we believe WELL Health presents an attractive risk/reward profile for the next 12-24 months. Additionally, we are confident that the Company has reached initial scale in its clinic portfolio such that the next catalyst will be the layering of technology investments to better support doctors and drive efficiencies. From a long-term value creation standpoint, we see the aggressive growth of its SaaS/IP licensing platform as providing meaningful upside to the shares and would not be surprised to see the stock re-rate to a higher valuation multiple in our investable horizon.

Source: Thomson, *Price Close as of December 12, 2018

Table 3: Relative Valuation

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Figure 11: WELL Health Technologies – Income Statement

Source: Company Financials and Ubika Research

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Risks

Ability to Raise Capital

As the Company is in initial stages of operations, it has limited financial resources thereby, increased dependence on

financing from outside sources to develop and grow its top line. For implementing the planned operations, the Company

will be in need of additional funds. No assurances can be given that the Company will be able to raise the additional

funding required for such activities. In order to meet funding requirements, the Company may be required to dilute its

shareholding if it follows equity financing route. On the other hand, if debt financing is pursued, the Company may have

to follow stringent restrictions on its operating and financing activities. There is no certainty over the availability of

additional financing on terms and conditions acceptable to the Company. Thus, if the Company is unable to get financing

requirements, it may have to reduce the scope of its operations or anticipated expansion.

Market Liquidity

In recent years, securities markets have experienced extremes in price and volume volatility. The market price of securities

of many early stage companies, among others, have experienced fluctuations in price which may not necessarily be related

to the operating performance, underlying asset values or prospects of such companies. It may be anticipated that any

market for the Company’s shares will be subject to market trends generally and the value of the Company’s shares on a

stock exchange may be affected by such volatility.

Acquisitions

The Company’s business model revolves around acquisitions of health clinics. Any future acquisition of businesses may

have impact on overall efficiency because of potential array of risks pertaining to synergies and integration of the target

company with the Company’s operations.

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December 12, 2018

Appendix A: Recent News

WELL Health Announces Strategic Investment in Circle Medical

November 2, 2018

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, is pleased to announce that it has entered into a subscription agreement with Circle Medical Inc. ("Circle Medical") to invest $200,000 USD in the Silicon Valley based digital health company's latest round of financing. WELL and Circle Medical sign non-binding LOI to investigate the opportunity to leverage Circle Medical's technology in the Canadian market.

WELL Health Announces Proposed Acquisition of Thirteen more Private Medical Clinics to Create Largest Chain of Clinics in B.C.

August 28, 2018

WELL Health Technologies Corp. is pleased to announce that it has entered into arm’s length share purchase agreements each dated August 27, 2018 (the “Agreements”) with Dr. Michael Frankel, M.D. and various other third party physician shareholders (collectively, the “Vendors”), in respect of thirteen proposed acquisitions whereby, on the closing thereof, the Company has agreed to acquire all of the issued and outstanding shares of such target companies that own and operate an aggregate of thirteen private healthcare clinics in British Columbia (the “Transaction”). In total, post transaction, WELL will own and operate a total of 19 clinics.

Wellness Lifestyles Inc. Announces Name Change to WELL Health Technologies Corp.

July 12, 2018

The TSX Venture Exchange (TSXV) has approved the change of name of the Wellness Lifestyles Inc. to “WELL Health Technologies Corp.” effective July 13, 2018. The Company’s common shares will continue trading under the current ticker “WELL” on the TSXV. The CUSIP number assigned to the Company’s common shares under its new name will be 94947L102. No action will be required by existing shareholders with respect to the name change.

Wellness Lifestyles Inc. Announces Proposed Name Change

July 6, 2018

Wellness Lifestyles intends to proceed with a name change to “WELL Health Technologies Corp.” Chairman and CEO of WELL Hamed Shahbazi said, “This name change is consistent with both our current business as a health care services provider and our over-arching objectives of modernizing and digitizing the primary healthcare marketplace. Our growth objectives are currently focused on 1- scaling ownership of healthcare clinics and 2- developing or acquiring technology assets that we can use to improve clinical operations and patient outcomes.” The proposed name change is subject to TSX Venture approval and the effective date is anticipated to be on or prior to July 13th.

Chairman & CEO of Wellness Lifestyles to Present at the 8th Annual LD Micro Invitational

June 4, 2018

Wellness Lifestyles announced that its Chairman and Chief Executive Officer, Hamed Shahbazi will present at the annual LD Micro Invitational on Monday, June 4, 2018. CEO Shahbazi will discuss the Company's recently closed financing, near and long-term expansion plans, potential future acquisitions and pipeline, and their revenue growth plan. The conference will be held at the Luxe Sunset Boulevard Hotel, will feature 230 companies in the small-cap/micro-cap space, and will be attended by over 1,000 individuals.

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Wellness Lifestyles Inc. Announces Grant of Stock Options

May 25, 2018

Wellness Lifestyles has granted 2,525,000 stock options to three directors, one of whom is an officer, three employees and one consultant (the Optionees) for buying up to an aggregate of 2,525,000 common shares of the Company. The shares issuable upon the exercise of the stock options held by three directors will be subject to a TSX Venture Exchange hold period of four months and one day from the date of grant of the stock options.

Each stock option granted to the Optionees is exercisable for a period of five years at an exercise price of C$0.50 per share. 600,000 stock options granted to certain directors vest as follows: (i) 25% vest on the date of grant, and (ii) 75% vest over a three-year period in equal quarterly amounts of 6.25%, commencing three months after the date of grant. 1,925,000 stock options granted to a certain officer, three employees and one consultant vest over a four-year period in equal quarterly amounts of 6.25%, commencing on the first anniversary of the date of grant.

Wellness Lifestyles Inc. Provides Corporate Update

May 23, 2018

Wellness Lifestyles announced that Hamed Shahbazi has been appointed as the Chief Executive Officer of the Company effective May 23, 2018. Shahbazi was previously appointed as Chairman of the Company and continues to retain that role. Further, Alex Read has been appointed as the Chief Operating Officer of WELL effective May 23. Furthermore, the Company appointed Tom Liston to the board of directors effective April 30, 2018.

Earlier in May, the Company successfully closed financing led by Li Ka-shing with participation from board members and management for C$7,567,626.30 worth of total proceeds.

WELL Announces Closing of Previously Announced Non-Brokered Private Placement led by Strategic Investment from Li Ka-shing

May 15, 2018

Wellness Lifestyles has completed its non-brokered private placement of common shares in the capital of the Company. The Company issued 15,877,939 shares at a price of C$0.33 per share for gross proceeds of C$5,239,719.87 to a group of strategic investors, led by and including Li Ka-shing.

Additionally, the Company issued 6,291,639 shares at a price of C$0.37 per share to the president’s list for gross proceeds of C$2,327,906.43. The increase in share price was at the request of the TSX Venture Exchange. The Company issued an aggregate of 22,169,578 shares and raised aggregate gross proceeds of C$7,567,626.30.

Chairman of WELL, Hamed Shahbazi subscribed for 5,534,064 shares at a price of C$0.37 per share for a total investment of C$2,047,603.68, or approximately 27% of the gross proceeds of the Private Placement. The net proceeds of the Private Placement are intended to be utilized for consolidating and modernizing primary healthcare facilities.

WELL Announces up to C$7,315,961 Non-Brokered Private Placement led by Strategic Investment from Li Ka-shing

April 24, 2018

Wellness Lifestyles Inc. entered into subscription agreements for the sale of up to C$7,315,961 of its common shares in a private placement led by Hong Kong business leader Li Ka-shing. The strategic investment by Li Ka-shing will be in connection with a non-brokered private placement offering of up to 22,169,578 shares at a price of C$0.33 per share for gross proceeds of up to C$7,315,961. Closing of the offering is subject to a number of conditions, including receipt of any necessary corporate and regulatory approvals, including by the TSX Venture Exchange. Current WELL Chairman, Shahbazi will co-invest with Li Ka-shing amounting to C$1,826,241 as part of the offering.

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December 12, 2018

Wellness Lifestyles Inc. Announces Board, CEO and Senior Management Changes

April 3, 2018

WELL’s current Director Hamed Shahbazi has been appointed as the Chairman of the Board. Mr. Shahbazi offers more than twenty years of experience in technology with operating, investment and board positions with various companies including TIO Networks where he was founder and CEO. On May 23, 2018, Mr. Shahbazi will also take on the position of Chief Executive Officer. Alex Read, the current CEO, will then assume the role of Chief Operating Officer.

Wellness Lifestyles Named as One of TSX Venture 50 For 2018

February 23, 2018

Wellness Lifestyles has been recognized on the TSX Venture 50 list for 2018. Top ten companies in the five major industries – mining, energy, life sciences, diversified industries and technology – are recognized based on their return on investment, market cap growth, trading volume and analyst coverage.

The Company is issuing 133,333 shares at C$0.27 per share as a payment for the monthly retainer that is payable quarterly to Gravitas Securities Inc., as per their Advisory Agreement.

Wellness Lifestyles Inc. Closes Oversubscribed C$4.5M Brokered Financing with Canaccord Genuity and Gravitas Securities and Acquires Six Private Healthcare Clinics

February 12, 2018

Wellness Lifestyles has completed the acquisition of six healthcare clinics located in British Colombia, which include 34 doctors and drive over 200,000 patients’ visits per year. This acquisition is expected to generate ~C$8.0M in revenue and C$650K in EBITDA to the Company’s financial performance over the next year. Also, the Company completed private placement of 15,000,000 common shares at a price of C$0.30 per share raising total gross proceeds of C$4.5M.

In connection with the offering, Canaccord Genuity Corp. and Gravitas Securities Inc. were paid an aggregate cash commission of C$360K and were issued an aggregate of 583,333 shares and 1,200,000 agent’s warrants (at C$0.30 exercise price) to purchase shares.

The Company plans to stop operations of its wholly-owned subsidiary, Canada Yoga Inc., by May-end and to either slow down or sell their Shakti Apparel business within the next few weeks. This decision is on the back of Company’s aim to ensure that any ongoing business activities are consistent with their operations focused on primary healthcare clinics.

The Company has also appointed John Kim to the board of directors after the resignation of Paul Condon as a director and

COO of the Company, each effective as of February 9, 2018.

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December 12, 2018

Appendix B: Management

Hamed Shahbazi – Founder, Chief Executive Officer and Chairman

Mr. Shahbazi is the current Chief Executive Officer and Chairman of the Board with over 20 years of experience in technology focused strategic mergers, acquisitions and divestitures with more than a dozen successful transactions. He founded TIO Networks (TSXV: TNC) as a kiosk solution provider in 1997 which later shifted into a multichannel payment solution provider specializing in bill payment and other financial services. In July 2017, TIO Networks was acquired by PayPal (Nasdaq: PYPL) for $304 million. He is a passionate advocate of impact entrepreneurship where new companies aim to do well by doing good, which he promotes as the role of an “Impactreneur”. He regularly mentors founders and entrepreneurs of early stage companies.

Mr. Shahbazi was recognized by Cantech Letter as the TSX Venture Tech “Exec of the Year” three years in a row (2014 –

2016) and TIO Networks the TSX Venture Tech “Stock of the Year” two years in a row (2014 – 2015). More recently, he is a winner of Business in Vancouver CEO of the Year, mid-market category (2017) and EY Entrepreneur of the year, financial service category (2017).

Brian Levinkind – Chief Financial Officer

Mr. Levinkind brings over 20 years of experience as a Chartered Accountant (now CPA) in both the public and private sectors. He has been involved in the planning, structuring and implementation of numerous financings, mergers, acquisitions and corporate reorganizations. He is a former equity partner at Grant Thornton LLP in Canada, specializing in tax and mergers and acquisitions. Mr. Levinkind has also held management positions at HSBC and KPMG apart from his extensive Chief Financial Officer experience in the healthcare and clean energy sectors.

Dr. Michael Frankel – Chief Medical Officer

Dr. Frankel has been Chief Medical Officer at WELL Health Technologies since November 2018. Previously, he served as Director of Medical Clinic Operations. He is a graduate of the University of the Witwatersrand in Johannesburg, South Africa and did his internship at Addington Hospital in Durban, South Africa. After moving to Canada in 1990, he initially worked as a General Practitioner in Northern Manitoba. Subsequently, he moved to Vancouver in 1991 and worked as a Clinical Assistant in Pediatric Oncology at the BC Children's Hospital. Dr. Frankel has worked as General Practitioner in the Lower Mainland since 1992 and owns and operates a portfolio of Primary Healthcare facilities.

Alex Read – Chief Operating Officer

Mr. Read has over 13 years of experience in entrepreneurial hyper-growth enterprises such as 1-800-GOT-JUNK?, You Move Me, WOW! and other franchise businesses, in addition to his restructuring experience through his senior leadership role at American Express. He has also recently completed a turnaround and sale of a distribution focused manufacturing business. In 2007, Mr. Read was awarded “Forty Under 40” by Business in Vancouver. He was previously the Global Chair for the Entrepreneurs Organization (EO), “Global Student Entrepreneurs Award” (GSEA), and past Regional Director for the Canadian region of EO.

Chris Ericksen – Senior Vice President, Strategic Partnerships & Marketing

Mr. Ericksen has more than 17 years of experience in technology with a focus on business development, sales and marketing. Previously, he held a long tenure at TIO Network Corp. (TSXV: TNC) as Senior Vice President Business Development, EVP POS Payments and finally Chief Revenue Officer, until the Company was acquired by PayPal (NASD: PYPL) in 2017. He has considerable design and marketing experience, as Owner of Ericksen Design Group before 2001.

Eva Fong – Senior Vice President, Mergers & Acquisitions and Business Transformation

Ms. Fong has more than 20 years of experience including Fortune 500 company management, M&A, corporate strategy development, risk and compliance, finance and business shared services programs. She held senior leadership positions in various high-tech sectors including PayPal (NASD:PYPL), TIO Networks (TSXV:TNC), SAP (ETR:SAP) leading business units and building best in class corporate culture. Ms. Fong is a Chartered Professional Accountant in Canada, and holds a fellowship at the Association of Certified Chartered Accountants in the United Kingdom.

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December 12, 2018

Appendix C: Directors

Hamed Shahbazi – Chairman of the Board

See description above

Thomas Liston – Independent Director

Mr. Liston is currently Managing Partner at Difference Capital Financial, a venture capital and specialty finance company which provides debt and equity growth capital to late-stage companies in technology, media and healthcare spac. He is on the board of Mogo Finance Technology Inc. (TSX: MOGO) and served as Director of QHR Technologies Inc. (TSXV: QHR), which was acquired by Loblaw Companies Limited (TSX: L) in 2016 fall for ~$170 million.

John Kim – Independent Director

Mr. Kim is a Toronto based businessman with significant board experience in both public and private companies. His investment focus includes companies from a variety of sectors, including technology, healthcare, and resources at various stages of development, ranging from early start-ups and to Fortune 1000. Also, Mr. Kin is an award-winning Institutional Investor with a vast capital markets network and has participated in the Company’s two prior financings with his own personal capital.

Ken Cawkell – Independent Director

Mr. Cawkell has more than 25 years of experience in various industries within public, private, and venture capital markets. He is member of the BC Bar Association and co-founder of Cawkell Brodie LLP for the last 30 years. Mr. Cawkell is also founder of Neurodyn Life Sciences Inc., a private biotech company focused on developing natural based products to treat Alzheimer’s and other neurodegenerative diseases.

Peter Maclean – Independent Director

Mr. Maclean has over 30 years of experience as director for several public companies and has raised more than $100 million of equity capital. He is an economist by profession, having received his Master of Arts in Economics from New Brunswick University, and has briefly worked for the New Brunswick Provincial Government.

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December 12, 2018

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