WELL Health Technologies Corp.

Canadian-owned, certified, and fully integrated platform. Now let's look at Wellstar's financial performance for the quarter. We're pleased to report that Wellstar delivered yet another strong quarter, generating revenue of $21.8 million, an increase of 27% year-over-year. Wellstar achieved MRR, or monthly recurring revenue, of $6.4 million at the end of Q1 2026, an increase of 38% as compared to Q1 2025. Adjusted EBITDA of $4.9 million in Q1 2026, an increase of 14% as compared to adjusted EBITDA of $4.3 million in Q1 2025. Adjusted EBITDA margins were 23% in Q1 2026 for Wellstone. I want to point out that there were approximately $259,000 in pre-public related company costs in the quarter preparing for our spin-out plans. Excluding these costs, adjusted EBITDA would have been $5.2 million, an increase of 20%. Moving on, HealWell also released its Q1 2026 financials earlier this afternoon. We're extremely proud of the progress made by HealWell, a company that we helped launch. HealWell is a global healthcare software company with enterprise-grade data science and AI offerings serving 70 of the largest health systems here in Canada and globally in 11 countries, including customers such as the NHS in the UK, governments of France, Spain, Saudi Arabia, Abu Dhabi, New Zealand, Australia, and health systems in the United States. HealWell achieved revenue of $33.2 million in Q1 26, an increase of 316% year over year. HealWell also reported positive adjusted EBITDA of $735,000 in Q1 26 compared to a loss of 2.3 million in Q1 2025. HealWell will be hosting its webcast conference call tomorrow morning before market open. I hope you're able to check in and listen to HealWell's management discuss their progress and particularly some of their recent AI and health system wins demonstrating that the market is responding well to their efforts. Next topic I'd like to talk about is our current strategic review process of our US assets. We are, of course, limited in what we can say about these strategic review processes, especially given the advanced nature of some of our work here and the negotiations we're engaged in. Nonetheless, I'll try to give you some high-level color. Firstly, we remain committed to our strategy of seeking strategic alternatives of the company's U.S. care delivery assets, including WISP, Circle Medical, and CRH. Similar to our last call several weeks ago, I can confirm that we are in active discussions with potential buyers for all three assets. We are navigating these discussions deliberately and with discipline to ensure we maximize value for our shareholders and find the right long-term partners for these high-quality businesses. These strategic alternatives reflect the capital allocation discipline I described earlier. We continue to like all these businesses, but discipline matters. And we're looking at multiple alternatives, not just divestitures. Whatever path we choose will not impair our ability to focus our capital resources and drive our Canadian clinic business. To our shareholders, I want to thank you for your patience as we bring these processes to the right outcome. Now I'll comment on each one of the U.S. businesses, starting with WISP. WISP achieved revenue of $29.1 million in Q1 compared to $29.5 million in Q1 the previous year. Adjusted EBITDA was a loss of $0.9 million compared to $0.5 million in Q1 2025. While revenue remains stable, Adjusted EBITDA reflects deliberate investments designed to strengthen WISP's long-term position. These investments include Compliance and clinical excellence, product innovation with new launches, including a new mobile app recently launched with more enhancements planned for later this year. Strategic diversification through a new B2B vertical driven by a small acqui-hire we completed at the outset of the year, complementing the direct-to-consumer model. These investments are already yielding measurable operational improvement, and we expect WIS to return to EBITDA profitability in the second half of the year. Moving on to Circle Medical. Circle Medical reported revenue of $36 million in Q1, an increase of 21%. However, revenue included approximately $12.8 million of net deferred revenue. Circle Medical's normalized adjusted EBITDA was $2.9 million in Q1, which has grown sequentially over the previous quarter. Note that we expect to have minimal deferred revenue impact of approximately $4.8 million that is recognized in Q2 2026 with no more deferred revenue beyond that. Also, as we indicated in our last conference call, we have a deal in principle with the U.S. regulators relating to the billing issues we had outlined last year in our Q4 2024 conference call. We look forward to finalizing these arrangements and reporting back to shareholders. And finally, CRH and provider staffing. The combined CRH anesthesia and staffing business generated $111.3 million in Q1 2026 compared to $114.3 million in Q1 2025. While the CRH anesthesia business was up 7% year over year, there was a small decline in overall revenue due to a decrease in the staffing business, as this business can be a bit lumpy. Adjusted EBITDA for combined anesthesia services and staffing was $17.9 million in Q1 2026, compared to $17.6 million in Q1 2025. While growth was challenged in Q1 2026, we actually improved EBITDA margins in the combined businesses. And now I'd like to pass the call over to Eva.

Thank you, Hamid. The theme of our capital expenditures is investment for the future. Our capital expenditures in Q1 2026 increased by 88% from Q1 2025. This is primarily due to the addition of HealWell and our increased investments for the future. These investments include increase in capital expenditure due to the following. Canada clinic transformation and new diagnostic equipment. The newly launched Well Research Program. increase in cyber world's new AI-focused platform, and four, the increased AI-related capital expenditure at world corporates, such as the World Health Intelligence platform that Hamed mentioned earlier. Our Q1 2026 revenue grew 25% year-over-year to $368 million. Even excluding the additional pure wealth and the net impact of circle medical deferrals, the underlying business contributed approximately 22 million of net growth. Adjusted EBITDA grew strongly year over year, despite meaningful investments made in world research, cyber wealth, and the world intelligence platform. We expect these investment pressures to subside in the coming quarters, after which the underlying margin expansion of the platform will be more visible. Turning to adjusted net income. Adjusted net income doubled to $15.5 million in Q1 2026 from $7.5 million in Q1 2025. Adjusted net income was negatively impacted by our new growth initiatives such as well research, cyber well, and the AI in IT transformation initiatives. Operating adjusted free cash flow attributable to shareholders was 1.6 million in Q1, 2026, compared to 11.8 million in Q1, 2025. Adjusted free cash flow was negatively impacted by the following. Increased spending for growth initiatives, including well research, cyber well, and AI related transformation. The investments noted earlier on the call related to RISP, Higher capital expenditures as discussed and higher cash taxes compared to Q1 2025 due to timing of cash payments and improved profitability in certain subsidiaries. We view this adjusted free cash flow impact as temporary. As our growth initiative investment phase normalizes, we expect adjusted free cash flow conversion to improve significantly through the back half of 2026 and into 2027. Turn into our balance sheet as of March 31st, 2026. Well ended Q1, 2026 with a solid balance sheet holding cash and cash equivalents of 134 million. We remain in good standing and fully compliant with all components related to our two credit lines, JP Morgan in the US and Royal Bank in Canada. The outstanding debt from these credit lines was approximately $444.8 million in Canadian dollars as of March 31st, 2026. This doesn't include Hillwall's credit facility with the Bank of Nova Scotia, which is also in good standing with outstanding debt of $48.5 million. During Q1 2026, we expanded and extended our senior secure credit facility to $400 million Canadian with an additional $100 million uncommitted accordion under syndicates led by Royal Bank of Canada, JP Morgan, and TD Bank. This effectively doubles our prior capacity and extends the maturity to January 2030. This enhanced facility gives us a significant financial flexibility to execute on our Canadian acquisition pipeline, which, as Hamid described earlier, is the largest we have ever had. In Q1, we continued our normal course issuer bid, or NCIB. In Q1, 2026, the company bought back 177,600 shares. We're expecting to continue with our share buyback program for the rest of 2026 as permitted. I'm also pleased to report that we have the cash and available resources to continue to fund our organic and inorganic growth program, which are focused on Canadian clinics and WorldStar. That concludes my financial update, and I will now turn the call back over to Hamed.

Thank you, Eva. We are pleased to reaffirm our guidance for fiscal 2026. We expect annual revenue in the range of $1.55 billion to $1.65 billion, representing reported growth of 11% to 18% and normalized growth, excluding impact of any circle medical deferrals of 15 to 22%. We expect adjusted EBITDA in the range of 175 to $185 million. This guidance includes approximately 17.6 million in circle medical deferred revenue expected to be recognized in 2026, which carries close to 100% EBITDA contribution. It also only includes acquisitions announced to date. Excluding the impacts of the circle medical deferrals, Earnings on a normalized basis, the company expects to continue to deliver performance in line with prior years of achieving better than 10% annual growth in adjusted EBITDA and free cash flow growth, including acquisitions. Our guidance is sensitive to the timing of additional M&A and divestitures, and we will update the market as needed. For Well Canada specifically, which includes Canadian clinics and WellStar, we delivered over 44% adjusted EBITDA growth in 2025, and we are targeting approximately $800 million in revenue and over $100 million in adjusted EBITDA on a run rate basis within the next 12 months. As we have, just as a reminder, we have established a substantial outpatient clinic platform over the past few years, which now serves as a robust foundation for scalable growth. By integrating AI and advanced technology into our operations, we're actively enhancing our operating leverage and driving greater efficiencies across the business. To further strengthen our financial position, we expect to implement a targeted cost optimization program in the second half of the year aimed at reducing structural costs and expanding margins as we continue to scale. And as noted earlier, the company maintains full commitment to discipline capital allocation, with its Canadian clinic program as the primary destination for incremental capital. This focus is the central rationale behind the company's intention to proceed with the spin-out of WellSTAR and its ongoing evaluation of strategic alternatives for its U.S. care delivery assets. In closing, Q1, 2026 demonstrated that Wells model compounds. We delivered record first quarter results, accelerated our Canadian growth engine, strengthened our balance sheet and advanced value unlocking initiatives across our network. The strategic clarity we have today built around being the operating system for modernizing Canadian healthcare positions us strongly for the years ahead. I'd like to thank our board of directors, our senior management team across all the various different operating subsidiaries of the company, and all of our employees and contractors. And in particular, I want to thank our healthcare practitioners and frontline workers who provide highly competent patient care every day and make a difference in the lives of our patients. Thank you all for joining us today, and thank you to our shareholders, investors, and analysts for their continued support. We'll now open the call to questions. Operator.

Thank you. Ladies and gentlemen, we will now begin the question and answer session. Should you have a question, please press the star followed by the one on your touch-tone phone. You will hear a prompt that your hand has been raised. If you wish to decline from the polling process, please press star followed by the two. And if you are using a speakerphone, please slip the handset before pressing any keys. The first question comes from Gianluca Tucci with Haywood Securities. Please go ahead.

Hi, everyone, and congrats on the quarter. Hamid, the Canadian business is looking quite good. As you continue to add clinics to the network, where do you see margins scaling to in primary care as you achieve your 10% market share goal?

Yeah, thanks, Shaluka. You know, I think the growth in margins that we see, you know, is very much intentional, not by accident. And we'd like to continue to see those margins increase. And candidly, our goal is to be well into the double digits over time. And so I would say you can continue to see, expect to see improvements there over the next little while.

Okay, thanks, Hamid. And then just changing gears. On the Ontario EMR opportunity, in a perfect world, how do you foresee Well Health, CyberWell, and HealWell, and even WellStar combining together to tackle this RFP or RFQ? And has the timing of the spin-out of the WellStar changed given this opportunity is out here?

Yeah, and so we've been absolutely very active in coordinating between our various different parts, and we're going to put forth a really compelling solution. As I mentioned on the call in my script, we do expect this to be a multi-vendor solution. We've sort of now heard some indications around that, and that really makes a lot of sense when you consider the fact that there are three substantial vendors of size in the Ontario marketplace there with ourselves and Telus Health and Loblaw's QHR. And so, you know, I think there's going to be aspects of this RFP that are going to give new opportunities for new businesses. As I noted, the budget is fairly significant for what Ontario is trying to achieve, but it will likely involve the involvement of multiple vendors. So I think we're in a really good position here, and this is why we spent some valuable airtime talking about, you know, the combined benefits of our proposal that we're going to put forth.

Thanks, Thomas. I'll pass the line.

Thank you. The next question comes from Justin Keywood from Siebel. Please go ahead.

Hi, thanks for taking my call. Nice to see the results. The target to expand Well Canada to $800 million in sales, the timeline seems to have been shortened by call it one quarter as compared to the March update. Does that reflect maybe higher confidence in the organic growth outlook or perhaps some of these files are moving a bit quicker than anticipated?

Thanks, Justin. I'm glad you noticed. Yes, that's correct. We have advanced the timeline a little bit since our last conference call. Patrick Corbett- And and we're really pleased to be able to do that, and yes absolutely that does reflect some confidence that some of these files are moving forward, as you know, i'm blocking. Patrick Corbett- You know, an upside i'm blocking some of the you know capital resource capabilities and and having that upside facility does give us the capability to be a little bit more ambitious obviously. As you know, we're very disciplined around maintaining reasonable leverage levels, and we will continue to do that. But, yes, we do see some confidence that we'll hopefully be able to drive this a little bit quicker than we thought before.

Great to hear. Thank you. I'll pass the line.

Thank you. The next question comes from Douglas Meem with RBC Capital Markets. Please go ahead.

Yeah, good afternoon. Just related perhaps to the last question, when you think about the gating factor of onboarding this new revenue and the number of clinics that you're going to have to take on, have you solved for that? I know that in the past it was one of the reasons why you weren't able to go ahead with all the available acquisitions that you probably could have done at the time. And I'm wondering if that's improved significantly or if you expect it to improve in the near term.

Yeah, great question. So I think, Doug, yeah, I think we've been really intentional about elevating the company's ability to process these bigger acquisitions. I would also say that, you know, you're seeing this reflected in the margins. We are also now pursuing what could be viewed as higher quality assets that do have better margin impact and come with probably a bit less of a need for transformation. Of course, we'll still transform these assets, we'll still apply our software, but they're coming into the network with better structural margins, with better operations. As you can see, we're not doing as many absorptions. We're still doing them, but they take a lot of time and effort from our team, and we really want to apply our clinic transformation teams to the highest leverage opportunities humanly possible. So we're being very intentional here about really elevating the margins and this business as we get to that $800 million goal.

That's fair share. So just a quick follow-up based on what you mentioned. Given better margins, bigger size of these clinics apparently, do you expect to pay more for those? And maybe you could talk about the increase in EB debit multiples that might be associated with that. And I'll leave it there. Thank you.

Yes, I would say in some cases we would pay slightly higher, but we do believe, based on what we can see, that the implied multiples over time will continue to reflect what we've seen in the past, which is better than 20% IRR rates. everything that we're doing, everything that we're looking at does reflect those types of IRRs, and we're very much committed to that. And so I would say net over time, we believe that these will actually operate at better implied multiples.

Excellent. Thank you.

Thank you. The next question comes from Michael Freeman with Raymond James. Please go ahead.

Hi, team.

Congratulations on the quarter. Thanks for taking my question. I like seeing the stat on visits per billable provider increasing over time. And I'm curious, how do you see the headroom available in this sort of provider utilization? Is there a natural limit here? How do you see this growing over time? Yeah, it's a really good point, Michael. You know, this is a stat, as you know, we started tracking publicly here and reporting on a few quarters ago, and we continue to see really good trends here. I think we feel very confident that we can continue to deliver the tools, and we actually believe that as WellSTAR deploys and further builds out its agentic AI platform, that this could take another leap up. Of course, it takes time. There's change management with doctors, but the agentic platform has a really transformational approach in being able to leverage voice to help drive providers in their daily functions and the work that they do inside the consult room. So I would say that that does mean that we expect to see improvements over time. And of course, that also You know, there's probably M&A reflections in there because as more and more clinics come into the network, you know, that's an overall kind of blended number that we're providing. But we do have confidence that the core productivity of the provider will improve, especially as the agentic capabilities in this sector, you know, come forth. Okay. Thank you. And now on cyber, well, you mentioned that you might be looking for a third-party capital partner to fund growth. Can you talk about what sort of opportunities you would seek this unit to pursue? What sort of capital quantum we're talking about? You know, we haven't really, you know, just discussed too much of, you know, finalizing that number, but I would say that to start with, I don't think that we would look to raise more than $10 million to begin with. We're already in discussion with certain parties. You know, the operator of CyberWell came from a significant exit in a cybersecurity business that he ran in the United States where they were, you know, you know, very recognizable venture and private equity investors. And so we feel really confident behind Jeffrey Engel's leadership, we'll be able to bring in capital. And we also see greater and greater need for what CyberWell does. And so I think the data protection will continue to be a really important part of our story. And yeah, we look forward to partnering with with investors to deliver on the mission there.

Okay. Thank you, Hamed. I'll pass the line now.

Thank you. We have no further questions. I will turn the call back over to Hamed Shabazi for closing remarks.

Wanted to thank everyone for tuning in today. We look forward to speaking to you again in August. And meanwhile, we will report back on all the key strategic initiatives that we talked about here today and look forward to you know providing news as it as it is available thank you so much and have a wonderful day ladies and gentlemen this concludes your conference call for today we thank you for participating and we ask that you please disconnect your