Premier Health Group Inc. (PHGI) (PHGRF) Enters into Definitive Agreement to Acquire Two Operating Pharmacies in Metro Vancouver

Premier Health Group Inc. (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, further to its previous news release, it has entered into a share purchase agreement (“the Agreement”) to acquire two Metro Vancouver based pharmacies with certain arm’s-length vendors (the “Vendors”). The pharmacies were cash flow positive and had combined annual revenue of approximately $6 million for the fiscal year ended August 31, 2018. The associated cost of goods sold and operating expenses incurred by the pharmacies was approximately $5.44 million on a combined basis. Premier Health expects to complete the acquisition during the second quarter of 2019.

“We are very excited about this opportunity to acquire two well-run and profitable pharmacies.  As part of our patient centric model, fill and fulfillment is a major component of our telemedicine app.  We are also pleased to have the pharmacies’ key management team, with over 20 years’ of combined experience managing pharmacies, come on board to continue running operations. We look forward to working together to improve fulfilment for our rapidly growing patient base. In light of our recent announcement of our medical cannabis decision tool for our JUNO EMR clients, our pharmacists will be able to help with patient education and support regarding medical cannabis” said Dr. Essam Hamza, CEO of Premier Health. “In addition, with one of the pharmacies occupying a space of over 6,000 square feet, we have the potential to open a new medical and/or cannabis clinic within the existing space.”

Under the terms of the Agreement, in consideration for the purchase of all the outstanding shares of the pharmacy companies from the Vendors, Premier will assume the net liabilities of the pharmacies estimated at approximately $2.5 million and pay to the Vendors up to $4,057,733 as follows: (i) up to $1,312,733 in cash, (ii) 3,432,384 common shares of the Company (the “Consideration Shares”) at a deemed price of $0.7269 per share, and (iii) 343,926 performance share units of the Company (the “Performance Shares”). Each Performance Share shall vest into one (1) common share without any payment on April 30, 2020 if certain earnings milestones for the pharmacies are met.  Each Consideration Share will be subject to certain contractual restrictions on trading for a period of twenty-two (22) months from the date of issuance.

* Based on the unaudited financial statements of the pharmacies for the fiscal years ended August 31, 2018. The associated cost of goods sold and operating expenses incurred by the pharmacies was approximately $5.44 million on a combined basis.

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 focused on innovative health care approaches that combine human skill-based expertise with emerging technologies. Premier Health, in conjunction with its subsidiary Cloud Practice, a cloud-based SAAS Electronic Medical Records software company, is developing proprietary technology to deliver quality healthcare through the combination of connected primary care clinics with telemedicine and artificial intelligence (AI). We currently have a combined ecosystem of 290 clinics, over 3000 licensed practitioners and almost 3 million registered patients. The Premier Health team has deep clinical, operational and financial 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 completion of its acquisition of the pharmacy companies and the expected timing thereof, and Premier Health’s expectations regarding business expansion opportunities and the current management team. 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.