Kovo HealthTech Signs Binding Acquisition Agreement

12th Acquisition Delivers Immediate Accretive Revenue and Positive EBITDA

Vancouver, British Columbia–(Newsfile Corp. – June 8, 2023) – Kovo HealthTech Corporation (TSXV: KOVO) (“Kovo” or the “Company”) — a leader in healthcare technology and Billing-as-a-Service (“BAAS”) — announced today it has entered into a binding agreement (the “Agreement”) to acquire Kairos Billing Solutions LLC. (the “Seller” or “Kairos Billing”).

Kairos Billing is an innovative Utah-based digital medical billing provider that specializes in mental health billing solutions. Under the terms of the June 7, 2023 Agreement, Kovo has, through a wholly-owned subsidiary, purchased all of the assets of Kairos Billing Solutions LLC, including associated trademarks, trade names, brand names goodwill, customer lists, software and customer contracts.

As consideration for the acquisition of Kairos Billing, the Company agreed to pay the Seller cash consideration of USD$150,000, subject to compliance with the policies of the TSXV. Under the terms of the deal, Kairos Billing’s Founder, Jamie Rowley, the Women’s Business Center of Utah’s 2021 Entrepreneur of the Year, has agreed to stay on as an employee of Kovo for at least one year to ensure ongoing client service excellence. This acquisition is the second to be financed under the Company’s new debt facility of USD$7 million, which closed on April 20, 2023 and still provides the Company with room to grow through future acquisitions. Greg Noble, the CEO of Kovo, notes, “This acquisition highlights the opportunity for investors as well as operators in collaborating with Kovo. We are able to find accretive acquisitions with a rapid rate of return as we continue to scale up. Kairos will continue to grow with Kovo’s marketing and administrative support.”

The acquisition is expected to be immediately accretive to Kovo and supports the Company’s previously announced 2023 Annual Recurring Revenue** (“ARR”) forecast of USD$11 million and return to positive Adjusted EBITDA*.

Acquisition Anticipated to Deliver Immediate, Accretive Growth

According to Kovo CEO Greg Noble, the well-established Utah-based business meets Kovo’s previously disclosed acquisition strategy which targets buying $1 of ARR for every $1 investment of debt or equity and is anticipated to deliver immediate, accretive growth.

The completion of the acquisition is subject to the satisfaction of a number of closing conditions, including receipt of the approval of the TSXV. There can be no assurance that the transaction will be completed on the terms contained herein or at all. The Company worked with Lawrence Evans & Co on this acquisition and related fees (less than USD$10,000) are associated with the transaction.

About Kovo HealthTech Corporation and US Healthcare Billing-as-a-Service

Kovo HealthTech Corporation is a growing healthcare technology company that specializes in Billing-as-a-Service offering SaaS-style recurring revenue contracts and software for US healthcare clinics, hospitals and private practices. Kovo helps healthcare providers digitally track and manage complex patient care registration, services, billing and payments in a seamless way, using its industry-leading OneRev technology platform. Kovo and its subsidiaries are now processing more than $300 million CAD in total annual billing claims to allow its 1700+ healthcare provider clients to focus on offering quality care. To learn more about Kovo and to keep up-to-date on Kovo news, visit www.kovo.co.

For more information:

Greg Noble, CEO

Forward-Looking Information and Non-IFRS Measures Statement

This press release may contain “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) concerning the Company and its subsidiaries within the meaning of applicable securities laws. Forward-looking information may relate to the future financial outlook and anticipated events or results of the Company and may include information regarding the Company’s financial position, business strategy, growth strategies, acquisition prospects and plans, addressable markets, budgets, operations, financial results, taxes, dividend policy, plans and objectives. Particularly, information regarding the Company’s expectations of future results, performance, achievements, prospects or opportunities or the markets in which the Company operates is forward-looking information. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects”, “budgets”, “scheduled”, “estimates”, “outlook”, “forecasts”, “projects”, “prospects”, “strategy”, “intends”, “anticipates”, “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might”, or “will” occur. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events or circumstances. Many factors could cause the Company’s actual results, performance, or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking information, including, without limitation, those listed in the “Risk Factors” section of the final prospectus of the Company dated May 26, 2021. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance, or achievements could vary materially from those expressed or implied by the forward-looking statements contained in this press release. Forward-looking information, by its nature, is based on the Company’s opinions, estimates and assumptions in light of management’s experience and perception of historical trends, current conditions and expected future developments, as well as other factors that the Company currently believes are appropriate and reasonable in the circumstances. Those factors should not be construed as exhaustive. Despite a careful process to prepare and review forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. These factors should be considered carefully, and readers should not place undue reliance on the forward-looking information. Although the Company bases its forward-looking information on assumptions that it believes were reasonable when made, which include, but are not limited to, assumptions with respect to the Company’s future growth potential, results of operations, future prospects and opportunities, execution of the Company’s business strategy, there being no material variations in the current tax and regulatory environments, future levels of indebtedness and current economic conditions remaining unchanged, the Company cautions readers that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which the Company operates may differ materially from the forward-looking statements contained in this press release. In addition, even if the Company’s results of operations, financial condition and liquidity, and the development of the industry in which it operates are consistent with the forward-looking information contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. Although the Company has attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to the Company or that the Company presently believes are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information, which speaks only as of the date made (or as of the date they are otherwise stated to be made). Any forward-looking statement that is made in this press release speaks only as of the date of such statement.

This press release may make reference to certain non-IFRS measures. These measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of the Company’s results of operations from management’s perspective. The Company’s definitions of non-IFRS measures used in this release may not be the same as the definitions for such measures used by other companies in their reporting. Non-IFRS measures have limitations as analytical tools and should not be considered in isolation nor as a substitute for analysis of the Company’s financial information reported under IFRS. The Company uses non-IFRS financial measures, including “ARR**”, “EBITDA”, “Adjusted EBITDA*” and “Adjusted EBITDA Margin” to provide investors with supplemental measures of its operating performance and to eliminate items that have less bearing on operating performance or operating conditions and thus highlight trends in its core business that may not otherwise be apparent when relying solely on IFRS financial measures. “EBITDA” means net income (loss) before amortization and depreciation expenses, finance and interest costs, and provision for income taxes. *”Adjusted EBITDA” adjusts EBITDA for stock-based compensation expense, transactional gains or losses on assets, asset impairment charges, interest income, net foreign exchange gains or losses, income tax expense or recovery, forgivable one-time government financial payments related to the COVID-19 pandemic (“PPP Loans”), and any transactional expenses. Specifically, the Company believes that Adjusted EBITDA, when viewed with the Company’s results under IFRS and the accompanying reconciliations, provides useful information about the Company’s business without regard to potential distortions. By eliminating potential differences in results of operations between periods caused by factors such as depreciation and amortization methods and restructuring, impairment and other charges, the Company believes that Adjusted EBITDA can provide a useful additional basis for comparing the current performance of the underlying operations being evaluated. The term Annual Recurring Revenue (“ARR”) is a non-IFRS measure and refers to multiplying the monthly revenue for a current month by twelve. ARR is a metric typically used by recurring revenue companies to communicate run rate at a specific moment in time The Company believes that securities analysts, investors and other interested parties frequently use non-IFRS financial measures in the evaluation of issuers. The Company’s management also uses non-IFRS financial measures in order to facilitate operating performance comparisons from period to period.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/169240

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