VitalHub Corp. Announces Agreement to Acquire Roxy Software Inc. and Option Grants

TORONTO, Sept. 14, 2018 (GLOBE NEWSWIRE) — VITALHUB CORP. (TSXV: VHI) (the “Company” or “VitalHub”), is pleased to announce that today it has entered into an agreement (the “Agreement”) to acquire all of the issued and outstanding shares (the “Acquisition”) of Roxy Software Inc. (“Roxy”).

The purchase price for the Acquisition is $520,925, to be satisfied by the delivery on closing of the Acquisition of (i) cash in the amount of $312,555, and (ii) 1,302,312 common shares of VitalHub (“Common Shares”), at a deemed price of $0.16 per Common Share (the “Share Purchase Price”), representing a value of $208,370, to Mr. Hennessey, the sole shareholder of Roxy.

The Company currently has 130,239,703 Common Shares issued and outstanding. Upon delivery of the Share Purchase Price, the Company will have a total 131,542,015 issued and outstanding Common Shares. The Share Purchase Price will be subject to escrow and to be released in four equal amounts over the period of twelve (12) months beginning with the date that is three (3) months after the date of closing. VitalHub anticipates that the Acquisition will close on or about September 28, 2018 and is subject to customary closing conditions.

Roxy’s flagship product “Pirouette” is a SaaS-based software solution that allows community health agencies to manage their client activities. Currently, Pirouette is used by 59 Toronto-based agencies representing an end-user base of approximately 3,450 users. For the fiscal year ended September 30, 2017, Roxy’s revenue was $279,275, $271,170 of which is classified as recurring in nature.

“We welcome the Roxy Software customer base to the VitalHub family,” said Dan Matlow, CEO of VitalHub. “We are committed to the continued support of Roxy Software and to Roxy’s customer base, while driving synergistic value from providing them access to VitalHub’s robust portfolio of mental health software solutions.”

“The combination of VitalHub and Roxy Software provides the ability for our customers to advance their use of software solutions to more effectively automate their operations to the benefit of their client base,” said Geoff Hennessey, CEO of Roxy. “I look forward to working with VitalHub and continuing to support and expand our customer base.”

In conjunction with the Acquisition, Mr. Hennessey has agreed to join VitalHub in a consulting capacity as of the date of closing.

Option Grants

VitalHub is also pleased to announce that on August 27, 2018 it granted an aggregate of 550,000 stock options to certain of its existing employees (the “Options”), each of whom are not “insiders” of VitalHub, pursuant to the terms of the Corporation’s incentive stock option plan. Each Option is exercisable for one common share of the Corporation at an exercise price of $0.18 per share, the closing price of the common shares of the Corporation on August 26, 2018, and expires on the date that is five years from the date of grant. The Options will vest as follows: one-third vesting on the 1st anniversary of the grant date, and two-thirds vesting, in equal monthly installments, between the 1st anniversary of the grant date to the 3rd anniversary of the grant date.

About Roxy Software Inc.

Roxy Software Inc. provides “Pirouette” – a web-based software solution that helps manage programs, workload, and data more effectively. Pirouette offers a range of secure and easy-to-use features that handle all client management activities. Users can access important information when and where they need it from any device, quickly and securely.

Pirouette tracks service delivery at both the individual and program level, using robust reporting tools to support advanced data analysis, measuring outcomes and meeting accountability expectations.

About VitalHub

VitalHub develops and supports mission-critical healthcare information systems in the Mental Health (Child, Youth and Adult), Long Term Care, Community Health Service, Home Health and Hospital sectors. VitalHub technologies include Blockchain, Mobile, and Web-Based Assessment and EHR solutions.

VitalHub’s aim is to create high-value, secured solutions enabling interoperability among existing health data systems. VitalHub is primarily focused on working with organizations in the Mental Health, Acute and Long-Term Care space, to further extend organization’s applications across the continuum of care, powered by the security, efficiency, and trust of Blockchain technology.

The Company has a robust two-pronged growth strategy, targeting organic growth opportunities within its product suite, and pursuing an aggressive M&A plan. Currently, VitalHub serves 200+ clients across North America. VitalHub is based in Toronto, Canada, with an offshore development hub in Sri Lanka. The Company is publicly traded on the TSX Venture Exchange under the symbol “VHI”.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This news release contains “forward-looking information” within the meaning of Canadian securities legislation. Forward-looking information generally refers to information about an issuer’s business, capital, or operations that is prospective in nature, and includes future-oriented financial information about the issuer’s prospective financial performance or financial position.

The forward-looking information in this news release includes disclosure about the terms of the Acquisition.

VitalHub made certain material assumptions, including but not limited to: prevailing market conditions; general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; and the ability of VitalHub and Roxy to execute and achieve its business objectives, to develop the forward-looking information in this news release. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

Actual results may vary from the forward-looking information in this news release due to certain material risk factors. These risk factors include, but are not limited to: adverse market conditions; the inability of VitalHub and Roxy to complete the Acquisition on the terms disclosed in this news release, or at all; reliance on key and qualified personnel; and regulatory and other risks associated with the medical and technology industries in general. The foregoing list of material risk factors and assumptions is not exhaustive.

VitalHub assumes no obligation to update or revise the forward-looking information in this news release, unless it is required to do so under Canadian securities legislation.