WELLSTAR Technologies Corp. plans to become a publicly listed company on the TSX Venture Exchange (TSXV) through a proposed amalgamation with 1587818 B.C. Ltd., supported by a concurrent financing expected to raise approximately C$50 million. The transaction is anticipated to close on or about September 16, 2026, and is designed to crystallize the value of WELLSTAR's underlying assets while providing acquisition currency for long-term growth. WELL Health Technologies Corp. will remain a significant long-term controlling shareholder and growing customer post-listing.

The brokered private placement is led by TD Securities Inc., RBC Capital Markets and Stifel Nicolaus Canada Inc. on behalf of a syndicate of agents. The financing is anchored by strong institutional subscription from a large Canadian bank-owned asset manager and continued support from existing shareholders. Subscription Receipts are priced at C$10.00 each, with an agents' option to place up to 15% additional receipts. Closing of the concurrent offering is expected on or about July 29, 2026.

Financial Performance

WELLSTAR is a profitable healthcare technology company with a historical three-year organic revenue compound annual growth rate (CAGR) of over 20%. The company serves over 40% of providers across Canada and expects to generate approximately $95 million of revenue in 2026.

For the first quarter of 2026, revenue increased 26% year-over-year to $22 million, while Adjusted EBITDA rose 10% to $3.9 million. The company reported a net loss of $8 million for Q1 2026, compared to a net loss of $1 million in the prior year.

Transaction Structure

Prior to the completion of the transaction, WELLSTAR and 818 intend to undertake share consolidations on exchange ratios to be determined. All issued and outstanding WELLSTAR Series A and Series B Preferred Shares will convert into fully paid and non-assessable subordinate voting shares. Upon completion, the resulting issuer will have three classes of shares: subordinate voting shares (SVS), multiple voting shares (MVS) and preferred shares.

Post-transaction, the resulting issuer is expected to have 23.3 million SVS and 25.8 million MVS issued and outstanding. All MVS will be held by WELL. The SVS will represent 47.5% of the issued and outstanding shares and 18.4% of the voting rights, while the MVS will represent 52.5% of the shares and 81.6% of the voting rights.

Use of Proceeds

Net proceeds from the concurrent financing will be released to WELLSTAR upon the closing of the transaction. Funds will be used for potential future acquisitions, AI-related innovation, organic growth initiatives and general corporate purposes. The agents will receive a cash commission of 6% of the aggregate gross proceeds, reduced to 2% for investors on a president's list.

Hamed Shahbazi, Chairman and CEO of WELL, stated that the transaction unlocks the value of healthcare technology assets while retaining a meaningful ownership position. Amir Javidan, CEO of WELLSTAR, added that access to public markets and the capital raised will enhance strategic flexibility to accelerate product innovation and expand AI capabilities.