Management Presentation Q1 2019 Empowering Patients and Doctors in - - PowerPoint PPT Presentation

Management Presentation

Q1 2019

Empowering Patients and Doctors in a Rapidly Expanding Digitally Enabled Healthcare Marketplace

Confidential TSXV:W :WELL

Disclaimer

T S X V : W E L L

This presentation contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements

• ther than statements of historical fact may be forward-looking statements or
• information. Forward-looking statements and information are often, but not

always, identified by the use of words such as "appear", "seek", "anticipate", "plan", "continue", "estimate", "approximate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe", "would" and similar expressions. Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of the management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for

• ther purposes, such as making investment decisions. Since forward-looking

statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the risks associated with: the primary healthcare sector in general; competition; that future results may vary from historical results; the availability and effective integration and

• peration of management information systems and other

technologies; ability to mitigate against cyber security risks; ability to access sufficient capital from internal and external sources; changes in legislation, including but not limited to tax laws; and government regulations. Accordingly, readers should not place undue reliance on the forward-looking statements, timelines and information contained in this presentation. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward- looking statements and information contained in this presentation are made as of the date hereof and no undertaking is given to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events, or otherwise, unless so required by applicable securities laws or the TSX Venture Exchange. The forward-looking statements

• r information contained in this presentation are expressly qualified by this

cautionary statement. The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved of the contents of this presentation. ​ ​

2

• A network of over 230 Medical Clinics serving
• ver 5M patients and 2K doctors
• WELL wholly owns 19 of these clinics and

provides digital EMR services to the balance of them

• WELL aims to empower doctors and patients

with technology designed to improve health

• utcomes

What is is W WELL?

T S X V : W E L L

3

"WELL aims to positively impact health

• utcomes by leveraging technology to

empower and support patients and doctors.”

Mis issio ion Statement

T S X V : W E L L

4

Hamed Shahbazi – Founder, Chief Executive Officer & Chairman

• 20+ years of experience as technology focused operator.
• Founded TIO Networks (TSXV:TNC) as a kiosk solution provider in 1997 and has transitioned it into a multi-channel payment solution provider

specializing in bill payment and other financial services. TIO Networks was acquired by PayPal (Nasdaq: PYPL) for CAD$304 million (Jul 2017).

• Has extensive strategic Mergers & Acquisitions and Divestitures experience as an operator (eg. TIO) and board member (BroadbandTV, WELL,

etc.) with more than a dozen successful transactions.

• 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.

• The Cantech Letter named Mr. Shahbazi the TSX Venture Tech “Exec of the Year” (2014 – 2016) and TIO the TSX Venture Tech “Stock of the

Year” (2014 – 2015). More recently, he is a winner of Business in Vancouver CEO of the Year, mid-market category (2017) and EY Entrepreneur

• f the year, financial service category (2017).

Brian Levinkind – Chief Financial Officer

• Over 20 years experience as a Chartered Accountant (now CPA), in both public & private markets. Brian has been involved in the planning,

structuring, and implementation of numerous financings, Mergers & Acquisitions, and corporate reorganizations.

• Former equity partner at Grant Thornton LLP in Canada, specializing in tax and mergers and acquisitions. Brian has also held management

positions at HSBC and KPMG.

• Has extensive experience in the healthcare sector.
• Dr. Michael Frankel – Chief Medical Officer
• Graduate of the University of the Witwatersrand in Johannesburg, South Africa, completing his internship at Addington Hospital in Durban,

South Africa.

• He came to Canada in 1990, where he initially worked as a General Practitioner in Northern Manitoba. He moved to Vancouver in 1991 and

initially worked as a Clinical Assistant in Pediatric Oncology at the BC Children's Hospital.

• Since 1992, Dr. Frankel has worked as a General Practitioner in the Lower Mainland. He owned and operated a portfolio of successful

Primary Healthcare facilities, as well as continues to be a practicing physician.

Amir Javidan – Chief Operating Officer

• 15+ years experience as a technology and operations executive involved in 2 successful exits
• Previously COO at TIO Networks, joining the company in 2014 to help the business scale through an aggressive M&A strategy. Within 3

years, TIO acquired 3 companies, increased revenue from ~$30 million to $100+ million, grew market cap 4x, and was acquired by PayPal for $304 million (July 2017)

• Held a variety of key roles at Avigilon (most recently as VP, Customer Service and IT) going from stealth mode startup to public company

with a market cap > $1 billion. Focused on operational efficiencies that enabled the business to scale though hyper-growth ($0-$100 million in revenue in 5 years)

Proven Management

T S X V : W E L L

5

Makiko Deniz – Human Resources & Office Manager

• 20+ years of work experience in complex and high impact administrative duties for the CEO, administration of Payroll & Benefit in a

public company, and Relationship Manager in the cruise industry.

• Served as Executive Assistant for Hamed at TIO, and worked very closely with Senior Executive team on a number of Mergers &

Acquisitions and integration projects and spent 9 years at Seas with Royal Caribbean Cruise Line as Chief Purser and Crew Relations Manager.

• She is an advocate of building corporate culture, led the culture committees at TIO and the cruise ships for over 12 years.

Mike Thompson – General Manager, NerdEMR

• 10+ years of experience managing and supporting the open-source OSCAR EMR, and has driven organic growth of its customer base.
• Provided four years of technical expertise to the Atlas Project as part of the Large Hadron Collider at CERN, splitting his time between UBC

Vancouver and CERN in Geneva, Switzerland.

• He holds a Bachelor degree in Economics and Political Science from Thompson Rivers University.

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

• 20+ years of experience including Fortune 500 public company management, M&A, corporate strategy development, risk and compliance,

finance and business shared services programs.

• Held senior leadership positions in various high tech sectors including PayPal, TIO Networks, SAP, 360networks leading business units and

building best in class corporate culture.

• A Chartered Professional Accountant in Canada and holds a fellowship at the Association of Certified Chartered Accountant in UK.

Chris Ericksen – Senior Vice President, Strategic Partnerships & Marketing

• 17+ years of experience in technology with a focus on business development, sales, and marketing.
• From January 2001, until it was acquired by PayPal (Nasdaq:PYPL) in 2017, served as TIO Networks Corp’s (TSXV:TNC) Senior Vice

President Business Development, EVP POS Payments, and finally Chief Revenue Officer responsible for leading the company’s sales and business development teams.

• Considerable design and marketing experience (Owner of Ericksen Design Group – pre-2001).
• Extensive business management, sales & marketing, business & product development experience as a member of TIO Networks’ core

management team.

Proven Management (Cont’d)

T S X V : W E L L

6

Peter Maclean – Independent Director

• Spent most of the last 30 years working as a director for several public companies.
• Has played a significant role in raising more than $100 million of equity capital.
• Peter is an Economist by trade, having received his MA (Economics) from New Brunswick University and briefly working for the New

Brunswick Provincial Government.

Thomas Liston, CFA – Independent Director

• Currently Managing Partner at Difference Capital Financial, which provides debt and equity growth capital to mainly late-stage private

companies with a focus on technology, media, and healthcare.

• Previously, he was a top-ranked research analyst covering the technology sector.
• Currently sits on the board of Mogo Finance Technology Inc. (TSX: MOGO) Inc and served as a Director of QHR Technologies Inc.

(TSXV: QHR), which was sold to Loblaw Companies Limited (TSX: L) in the fall of 2016 for +$170M.

Ken Cawkell – Independent Director

• Member of the BC Bar Association and co-founder of Cawkell Brodie LLP for the last 30 years.
• For over 25 years he has been involved in various industries within the public, private, and venture capital markets; successfully

fulfilling the roles as a professional advisor and as a principal / investor.

• He is also a founder of Neurodyn Life Sciences Inc., a private biotech company focused on developing natural based products to

treat Alzheimer’s and other neurodegenerative diseases.

John Kim, CFA – Independent Director

• Award-winning Institutional Investor for over 20 years with an extensive capital markets network.
• His investment focus has included companies from a variety of sectors, including technology, healthcare, and resources at various

stages of development, ranging from early start-ups to Fortune 1,000 companies.

• Both public and private company board experience and has participated in the Company’s two prior financings with his own personal

capital.

Proven Board

T S X V : W E L L

7

The Market Opportunity

T S X V : W E L L “The US health industry is a $5 trillion ecosystem dominated by care delivery. Over the next decade, the balance will likely shift, with growth in wellness and platforms and support.”

PwC U.S. Health Report (Sept. 2016). “Trends Report” by Mary Meeker

The current landscape is ripe for disruption, with numerous trends in technological advancement, decentralization, and societal increase in wellness leading the path.

“Trends Report” by Mary Meeker

Sources: Mary Meeker, “Internet Trends Report” (2016). PwC, “Surviving seismic change: Winning a piece of the $5 trillion US health ecosystem” (2016).

40% 30% 20% 10%

Health Outcome Drivers

Health Behaviour Clinical Care Physical Environment Social & Economic

Currently 88% of healthcare spending ($) goes towards “clinical care”, despite

• nly representing 20% of the impact.

Bipartisan Policy Center (June 2012) – “what Makes Us Healthy vs. What We Spend on Being Healthy” Diagnostics and Therapeutics Care Delivery Financing and Regulation Platforms and Support Wellness

U.S. Health Ecosystem $5 trillion

$2 trillion $1 trillion $93 billion $276 billion

Consumerism Wellness Volume -> Value Consumerism Decentralization Volume -> Value Tech advances Volume -> Value Reduced care delivery and diagnostics

$1.6 trillion

Tech advances Decentralization Volume -> Value Wellness consolidation

8

The Market Opportunity

T S X V : W E L L

Canadian Care Delivery

$242

Billion

In 2017:

$6,604

Per Person

3.9%

Growth

11.5%

• f GDP

Where is the majority of the money spent?

“Since 1997 Hospitals have accounted for the most significant share of health spending, followed by drugs and physician services.”

How much does Canada spend on Healthcare? The Canadian Care Delivery sector has dedicated a greater share

• f overall spending to the

healthcare industry year

• ver year.

15.4%

• f Health

Spending 3.4%

Growth

Physicians

28.3%

• f Health

Spending 1.9%

Growth

Hospitals

16.4%

• f Health

Spending 4.2%

Growth

Drugs

Sources: Canadian Institute for Health information (2017)

9

Acquisition I NerdEMR

T S X V : W E L L WELL now owns NerdEMR, a major OSCAR service provider. Ab About t Ner erdEMR NerdEMR provides OSCAR (Open-Source Clinical Application Resource) electronic medical record (EMR) services to approximately 220 clinics - most of which are located in the province of British Columbia. NerdEMR supports approx. 2000 physicians

10

The The Ac Acquisition: On Jan 1, 2019 WELL acquired 100% of the issued and outstanding shares of NerdEMR Services for total consideration of $2.55- million, which will be allocated as follows:

• 50% of total consideration was paid on close
• 25% of total consideration was issued as shares of WELL at 50 cents per share
• 25% of total consideration is payable over 3 years.

The Strategy

T S X V : W E L L

WELL Health and its management are focused on executing the priorities of the Company, which include: 1

Acquiring additional scale across both clinical and digital operations Establishing best in class shared services to optimize synergies across all operations

2 3

Leverage technology assets & capabilities to modernize clinical operations to benefit doctors & patients, which in turn drives improved margins

5

Executing on a disciplined and highly accretive capital allocation program

11

4

Offer WELL / NerdEMR customers new digital upgrades that have been proven to drive enhanced efficiencies in WELL’s own clinics

The Acquisition Strategy

T S X V : W E L L

WELL is positioning itself to execute on M&A opportunities in Pri rimary ry Hea Healthcar lthcare e and Di nd Digitally tally Enab nabled Hea led Healthcar lthcare e in order to maximize profitab table le growth wth through the latest technological advancements

WELL is evaluating a number of areas of investment in digital health, including those listed below

Pri Primary mary He Health thca care Di Digi gita tal Ena Enable bled d He Health thca care Cr Crea eate te Value ue Th Throu

• ugh

gh Syn ynergi gies

Artificial Intelligence EMR1/Telemedicine Big Data Digital Patient Engagement

12

1. Electronic Medical Records 2. Patient Medical Records

PMR2

Per Unit Economics

T S X V : W E L L

WELL Health generally pays its primary care physicians ~7

~70% 0% of billings for insured

healthcare services.

Healthcare Professional Patient Insurance Provider Well Health

Healthcare Services Patient’s Medical Information Compensates healthcare provider for services provided

13

Profit Enhancement Via ia Additional Facility Utilization

T S X V : W E L L

WELL Health is seeking acquisition targets in the areas of family practice medical clinics and health- focused digital technologies within Canada and the United States

Family Medical Clinics Established businesses with existing revenue stream Minimum 1,000 patient visits per month Synergies between portfolio clinics Profitable operations with fixed lease contracts

Provide standardized and high quality services Work with trusted and reliable practitioners in the industry Combine medical standards with the latest technological trends (e.g. Precision health, Telemedicine, AI driven healthcare, etc.) Increase efficiency and profitability of proven and successful clinics

OBJECTIVE:

14

Revenue Growth Pla lan

T S X V : W E L L

Management will focus on three core pillars of revenue growth to drive shareholder value:

• Priv

rivate cons nsult ltatio ions (Allie Allied He Healt lth)

• Di

Diagn gnostic tic serv servic ices

• Health

th ass assessments

• Med

edic ical l leg egal l

Non-insurable Services

• Pub

ublic lic He Health lth Ins nsurance Plan

• e.g.

. MSP1 in BC

• Te

Tele lemedic icin ine

Insurable Services

• Di

Digit ital l pa patie ient care

• Patie

ient por portals

• EM

EMR eng engagements

• Cl

Clin inic ic pr productivit ity

SAAS / IP Licensing

% of Revenue October 2018 Goal as % of Revenue

89% 11% 0%*

The long term plan is to grow the IP/SAAS segment to be our key revenue driver, with non-insurable services also seeing strong growth.

(1) Medical Services Plan

2 1 3

15

*The Company acquired NerdEMR as of January 1, 2019.

Current Portfolio Summary

T S X V : W E L L

CLI NICAL PORTFOLIO

• Approx. no of doctors

who provide care at WELL Clinics:

180

Approx no of patient visits for last 12 months

600,000

Number of clinics: (all 100% owned by WELL)

19 354

Approximate Clinic, head office staff and doctors combined:

16

DIGITAL PORTFOLIO

Number of Clinics Served:

220

Number of Patients Supported

>4.85M

Number of GPs supported

>2,000 >1700

Number of non-medical staff supported

Note: As of January 2019

Strategic In Investment I Sir ir Li i Ka-shing

T S X V : W E L L As a testament to WELL Health’s global market opportunity, on April 24, 2018, Hong Kong business leader, Sir Li Ka-shing led a strategic investment in the equity of Well Health through Horizon Ventures, his private venture arm. On May 15, 2018, the Company issued 15,877,939 Shares at a price of $0.33 per Share for gross proceeds of $5.24M to a group of strategic investors, led by and personally including Sir Li Ka-shing. In addition, the Company issued 6,291,639 Shares at a price of $0.37 per Share to the president’s list for gross proceeds of $2.3M (WELL Health Founder, Chairman, and Chief Executive Officer, Hamed Shahbazi personally contributed $2.0M+ of this). WELL Health is the latest addition to Sir Li Ka-shing’s iconic portfolio of venture investments which includes venerable early positions in notable names such as Facebook, Spotify, Siri, Deepmind, Slack, and Skype.

17

Q4 – 2018 Fin inancial Results

T S X V : W E L L Revenue from continuing

• perations was

$1,911,625 in Q4 2018, compared with Q3 2018 revenue of $2,066,524

(1) Adjusted Gross Profit was determined by adding back the cost of medical supplies and other related expenses

Quarter over quarter Adjusted Gross Profit1 was $580,960 in Q4 2018, compared with Q3 2018 Adjusted Gross Profit of $605,300

18

$2.07 $1.91 $- $0.50 $1.00 $1.50 $2.00 $2.50 Q3-2018 Q4-2018

Million

Q3 vs Q4-2018 Revenue

$605 $581 $- $100 $200 $300 $400 $500 $600 $700 Q3-2018 Q4-2018

Thousand

Q3 vs Q4-2018 Gross Profit

Acquisition | | Cli linics

T S X V : W E L L

On November 1st, 2018, WELL Health completed the previously announced acquisition of all the issued shares of 13 private target companies that own and operate 13 primary health care clinics in British Columbia. As of today, inclusive of the 13 acquired clinics, WELL owns and operates 19 medical clinics with approximately 354 doctors and staff combined, esta establis blishing hing WELL WELL as th the e largest gest ch chain n of

• f pri

primary mary he health thca care e cl clinics i nics in n Briti ritish h Col Columbi umbia. .

168,000 600,000

• 150,000

300,000 450,000 600,000

Pre-Acquisitions Post Acquisitions

(# Visits)

Estimated Patient Visits Per Year

$8M $27M $ - $5 $10 $15 $20 $25 $30

Pre-Acquisitions Post Acquisitions

$ Millions

Estimated Revenues

Note: According to the press release dated November 1st, 2018, the total Purchase Price of approximately $6.35M is structured in the following manner: 1. Upfront cash of approximately $4.22M and 1,638,626 common shares of the Company at a deemed price of $0.45 per share (the cash portion is subject to a 7.5% holdback to be released after 3 months) 2. Time Based Earnout of approximately $1.4M, payable quarterly over 3 years, consisting of $1.2M cash and $0.2M issuable in common shares of the Company priced in the context of the market and subject to a floor of $0.45 per share 3. In addition to customary closing conditions, the agreements provide that the closing of the transaction is subject to the following conditions: (i) the parties shall have obtained all consents and approvals for the transaction; (ii) Dr. Frankel shall have entered into an employment agreement with the Company as Chief Medical Officer of the company.

19

Post Acquisition Patient Vis isits by Cli linic

T S X V : W E L L

Patie ient t Visit t % b by Clinic ic Clinic ic Name % T Total Able Care 8.3% Kerrisdale 8.0% North Vancouver 7.4% Clover Care 7.3% Care Place Scott Rd 7.3% Panorama 7.2% Colebrook 6.0% Hastings Sunrise 6.0% Richmond 5.6% City View 5.6% Clayton Heights 5.3% Triton 5.0% Brickyard 4.2% Scott Rd 3.8% Oval B 3.7% Pemberton 2.9% Point Grey 2.5% Oval A 2.0% Surlang 1.9% Total 100% 100%

20

Company Statistics

T S X V : W E L L

Note: As at January 24th, 2018

• 1. Based on intraday pricing
• 2. The exercise price of options range from $0.25-$0.50 per share and expiration occurs as early as June 2022 and as late as Jan 2024. All RSUs (restricted stock units) PSUs (performance stock units) are also issued from within this pool
• 3. The exercise price of warrants range from $0.15 – $0.36 per share and expiration occurs as early as April 2019 and as late as February 2021.

Trading Symbol TSXV: WELL

Share Price (As at 01-24-19) $0.43 52 Week High – Low1 $0.75 - $0.25 Basic Shares Outstanding 83.86M Options/RSUs/PSUs2 ~ 8.35M Warrants3 5.16M F/D Shares Outstanding ~ 97.37M Market Cap. Basic ~$36M Market Cap. F/D ~$42M Insider Ownership (%) 40.71%

– 500 1,000 1,500 2,000 – $0.20 $0.40 $0.60 $0.80 Jan/18 Feb/18 Mar/18 Apr/18 May/18 Jun/18 Jul/18 Aug/18 Sep/18 Oct/18 Nov/18 Dec/18 Jan/19 Volume Traded (Thousands) Share Price ($CAD)

April il 24, 2018: : WELL Health announced up to $7.3 .3M non- brokered private placement led by strategic investment from Sir Li Li Ka Ka-shi shing No Nove vember 5 2018: : WELL Health Technologies Corp. announced that it has successfully completed the previously announced acq cquisition of 13 of primary healthcare facilities in the lower mainland of BC No Nove vember 27 2018: : WELL Health Technologies Corp. announced that it has successfully completed the previously announced acq cquisition of NE NERD D EMR, BC’s largest OSCAR electronic medical records provider

21

Strategic Summary

T S X V : W E L L

WELL has already accumulated impressive scale across both clinical and digital lines of

• business. As a digitally enabled healthcare provider, it is a unique asset in Canada’s

healthcare ecosystem. WELL’s clinical business includes 19 clinics, with 180 physicians and 174 non-medical staff members, driving approximately 600,000 patient visits per year. WELL’s digital business provides EMR and EMR hosting services to more than 220 clinics, supporting more than 2,000 physicians, and 4.95M patients. Proven Management Team and Board has the technology expertise to execute on a meaningful technology roadmap with a combined 50+ years of experience in starting, growing, and scaling business concepts, M&A and restructuring/integrations. The Company already has a compelling watch list that provides line-of-sight on additional profitable Primary Healthcare clinics, and synergistic disrup isruptive tive dig igita ital tec l techn hnolo

• logie

ies.

22

Contact In Information

T S X V : W E L L

Hamed Shahbazi

Founder, CEO & Chairman

Suite #200 - 322 Water Street, Vancouver, BC, V6B 1B6, Canada E: hamed@well.company 23