WELL Health Technologies Corp. (TSX:WELL) executed a letter of intent to acquire CRH Medical Corporation (TSX:CRH) for approximately $300 million on January 6, 2021. WELL Health Technologies Corp. (TSX:WELL) signed a definitive agreement to acquire CRH Medical Corporation (TSX:CRH) for approximately $300 million on February 6, 2021. pursuant to the agreement, WELL Health will acquire all of the issued and outstanding shares of CRH for $4.00 per share. WELL has also entered into binding agreements with a group of institutional and individual investors including Mr. Li Ka-shing (collectively the “Investors”) to raise CAD 295.5 million ($231.5 million) of equity under a non-brokered offering of subscription receipts at a price of CAD 9.80 per share (the “Offering”). As on February 17, 2021, the offering was upsized to CAD 302.5 million ($238.3 million) and the proceeds will be used to fund the acquisition. The proceeds of the Offering are expected to be combined with debt facilities provided jointly by the Canadian Imperial Bank of Commerce and HSBC Bank Canada as well as WELL's existing cash to fund the Acquisition. The Offering is expected to close in mid-February 2021. The Acquisition Agreement contains certain customary provisions, including covenants in respect of non-solicitation of alternative acquisition proposals, a right to match any superior proposals for WELL Health and a termination fee of $10 million payable to WELL in certain circumstances. The Acquisition Agreement also provides for a reverse termination fee of CAD 10 million payable to CRH in the event of certain breaches of a representation, warranty or covenant by WELL Health. On a post-closing basis, CRH is expected to be operated by its talented staff led by Dr. Tushar Ramani who currently serves as Chairman and Chief Executive Officer. As of February 9, 23021, WELL has stated that it intends to operate CRH autonomously as its 7th distinct business unit. Until closing, CRH and WELL will continue to operate as separate companies.

The Acquisition, which is to be carried out by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia), will require the approval of: (i) two-thirds of the votes cast by shareholders of CRH and (ii) two-thirds of the votes cast by shareholders, holders of stock options and holders of restricted share units, voting together as single class and subject to regulatory approvals inclusive of any applicable waiting periods in respect thereof shall have expired or been terminated as well as other customary closing conditions including Dissent Rights have not been exercised with respect to more than 5% of the issued and outstanding CRH Shares. The transaction is not subject to financing condition. The CRH's directors and officers, holding an aggregate of approximately 2.1% of the outstanding common shares, have each entered into voting support agreements to vote their shares in favour of the Acquisition. The WELL common shares to be issued in connection with the Offering have received conditional listing approval from the TSX. Following the unanimous recommendation of a special committee consisting solely of independent directors of CRH, the board of directors of CRH also has unanimously determined to recommend to CRH security holders to vote in favor of the Arrangement. As of March 18, 2021, the arrangement agreement is amended which includes among other things, that the requisite approval for the Arrangement Resolution shall be a simple majority of the votes cast on the Arrangement Resolution by the CRH Shareholders present. The special meeting of the CRH shareholders to approve the transaction will be held on April 16, 2021. As of April 16, 2021, CRH Medical Corporation's securityholders approved the acquisition of CRH by a subsidiary of WELL Health Technologies Corp. The Acquisition is expected to be completed during Q2 2021. As of April 16, 2021, the transaction is expected to be completed on or about April 22, 2021.

Citi is serving as CRH's lead financial advisor in connection with the transaction, with Canaccord Genuity also providing financial advice and fairness opinion. The CRH's legal advisors in connection with the transaction are Andrew J. McLeod of Blake, Cassels & Graydon, LLP and Richard Oliver and Ryan Dzierniejko of Skadden, Arps, Slate, Meagher & Flom LLP. CIBC Capital Markets, Eight Capital, HSBC Securities (Canada) Inc. and Stifel GMP are acting as financial advisors to WELL. Cheryl Reicin, Janan Paskaran, Brook Won, Andy Beck, Christopher Caparelli, Winnie Hu and Tom Zverina of Torys LLP and Clark Wilson LLP are acting as legal advisors to WELL. Computershare Trust Company of Canada acted as transfer agent for WELL. Paul Bissett, Jarrad Segal, Gary Skene, George Sabbouh, Ruben Sahakyan, Matt Jackson and Saul Kaye of Stifel Financial Corp. (NYSE:SF) acted as the financial advisors to WELL Health Technologies Corp. Pursuant to an engagement letter between CRH and Canaccord Genuity, CRH agreed to pay Canaccord Genuity a fee of $500,000 for its financial advisory services in connection with the Arrangement, all of which was payable upon delivery of Canaccord Genuity's opinion and none of which is contingent upon completion of the Arrangement. Laurel Hill Advisory Group acted as the proxy solicitor to CRH and will receive CAD 50,000 ($39,398) for rendering its services. Computershare Trust Company of Canada acted as depository to CRH.

WELL Health Technologies Corp. (TSX:WELL) completed the acquisition of CRH Medical Corporation (TSX:CRH) on April 22, 2021. In connection with completion of the transaction, the CRH Shares were delisted from the TSX and trading of the CRH Shares was suspended on the NYSE American. The CRH Shares will be formally delisted from the NYSE American on or about May 3, 2021.