WELL Health Achieves $1 Billion Annualized Revenue Run-Rate Ahead of Plan with Best Ever Quarterly EBITDA and Free Cashflow Results for Q3-2024 and Raises Annual Revenue Guidance
WELL Health Technologies achieved record Q3-2024 results with revenue of $251.7M, up 27% YoY, driven by 23% organic growth. The company reached a $1B annualized revenue run-rate ahead of schedule and posted record Adjusted EBITDA of $32.7M, up 16% YoY. Total patient visits increased 41% to 1.5M. Based on strong performance, WELL raised its 2024 revenue guidance to $985-995M while maintaining Adjusted EBITDA guidance in the upper half of $125-130M range. The company's Canadian Patient Services grew 35% YoY, while US operations Wisp and Circle Medical showed strong growth of 35% and 61% respectively.
WELL Health Technologies ha raggiunto risultati record nel Q3-2024 con un fatturato di $251,7 milioni, in aumento del 27% rispetto all'anno precedente, grazie a una crescita organica del 23%. L'azienda ha raggiunto un fatturato annualizzato di $1 miliardo in anticipo rispetto alle previsioni e ha registrato un EBITDA rettificato record di $32,7 milioni, in aumento del 16% su base annua. Il numero totale di visite dei pazienti è aumentato del 41%, raggiungendo 1,5 milioni. Sulla base di questa forte performance, WELL ha rivisto al rialzo le previsioni di fatturato per il 2024 a $985-995 milioni, mantenendo le previsioni di EBITDA rettificato nella parte superiore del range di $125-130 milioni. I servizi ai pazienti canadesi dell'azienda sono cresciuti del 35% su base annua, mentre le operazioni negli Stati Uniti, Wisp e Circle Medical, hanno mostrato una forte crescita rispettivamente del 35% e del 61%.
WELL Health Technologies logró resultados récord en el Q3-2024 con ingresos de $251,7 millones, un aumento del 27% interanual, impulsado por un crecimiento orgánico del 23%. La empresa alcanzó un ritmo de ingresos anualizados de $1 mil millones antes de lo programado y registró un EBITDA ajustado récord de $32,7 millones, un aumento del 16% interanual. El número total de visitas de pacientes aumentó un 41%, alcanzando los 1,5 millones. Basado en su sólido desempeño, WELL elevó su guía de ingresos para 2024 a $985-995 millones, manteniendo la guía de EBITDA ajustado en la mitad superior del rango de $125-130 millones. Los servicios de pacientes canadienses de la empresa crecieron un 35% interanual, mientras que las operaciones en Estados Unidos, Wisp y Circle Medical, mostraron un fuerte crecimiento del 35% y 61%, respectivamente.
WELL Health Technologies는 Q3-2024에서 기록적인 결과를 달성하여 매출이 2억 5,170만 달러에 이르렀으며, 이는 전년 대비 27% 증가한 수치로, 23%의 유기적 성장에 의해 촉진되었습니다. 이 회사는 예상보다 앞서 연간 10억 달러의 매출 목표를 달성하였고, 조정 EBITDA는 3,270만 달러로 16% 증가하며 기록적인 결과를 기록하였습니다. 전체 환자 방문수는 41% 증가하여 150만 건에 달했습니다. 이러한 강력한 성과를 바탕으로 WELL은 2024년 매출 목표를 9억 8500만~9억 9500만 달러로 상향 조정하였으며, 조정 EBITDA 목표는 1억 2500만~1억 3000만 달러 범위의 상위 절반을 유지하고 있습니다. 회사의 캐나다 환자 서비스는 전년 대비 35% 성장했으며, 미국 운영 부문인 Wisp와 Circle Medical은 각각 35%와 61%의 강력한 성장을 보였습니다.
WELL Health Technologies a obtenu des résultats record pour le T3-2024 avec un chiffre d'affaires de 251,7 millions de dollars, en hausse de 27 % par rapport à l'année précédente, soutenu par une croissance organique de 23 %. L'entreprise a atteint un taux de revenus annualisé de 1 milliard de dollars en avance sur son calendrier et a enregistré un EBITDA ajusté record de 32,7 millions de dollars, en hausse de 16 % par rapport à l'année précédente. Le nombre total de visites de patients a augmenté de 41 %, atteignant 1,5 million. Sur la base de cette performance solide, WELL a relevé ses prévisions de revenus pour 2024 à 985-995 millions de dollars, tout en maintenant ses prévisions d'EBITDA ajusté dans la moitié supérieure de la fourchette de 125-130 millions de dollars. Les services aux patients canadiens de l'entreprise ont connu une croissance de 35 % d'une année sur l'autre, tandis que les opérations américaines, Wisp et Circle Medical, ont montré une forte croissance de 35 % et 61 % respectivement.
WELL Health Technologies erzielte im Q3-2024 Rekordergebnisse mit einem Umsatz von 251,7 Millionen USD, was einem Anstieg von 27 % im Vergleich zum Vorjahr entspricht, unterstützt durch ein organisches Wachstum von 23 %. Das Unternehmen erreichte einen annualisierten Umsatz von 1 Milliarde USD früher als geplant und veröffentlichte ein Rekord-Adjusted EBITDA von 32,7 Millionen USD, was einem Anstieg von 16 % im Vergleich zum Vorjahr entspricht. Die Gesamtzahl der Patientenbesuche stieg um 41 % auf 1,5 Millionen. Basierend auf dieser starken Leistung hob WELL seine Umsatzprognose für 2024 auf 985-995 Millionen USD an, während die Adjusted EBITDA-Prognose im oberen Bereich von 125-130 Millionen USD beibehalten wurde. Die kanadischen Patientendienste des Unternehmens wuchsen um 35 % im Vergleich zum Vorjahr, während die US-Operationen Wisp und Circle Medical ein starkes Wachstum von 35 % bzw. 61 % zeigten.
- Record quarterly revenue of $251.7M, up 27% YoY with 23% organic growth
- Reached $1B annualized revenue run-rate ahead of schedule
- Record Adjusted EBITDA of $32.7M, up 16% YoY
- Patient visits grew 41% to 1.5M in Q3-2024
- Strong cash flow generation with $16.2M in Adjusted Free Cashflow
- Raised 2024 revenue guidance to $985-995M
- Adjusted Gross Margin decreased to 44.6% from 46.1% YoY
- Net loss of $75.7M in Q3-2024
- Increased interest expense to $9.1M from $8.9M YoY
- WELL surpassed
$1 billion $251.7 million 27% (1) increase compared to Q3-2023, mainly driven by organic growth of23% . - WELL achieved record Adjusted EBITDA(2) of
$32.7 million 16% as compared to Q3-2023. - WELL achieved a record total of 1.5 million total patient visits in Q3-2024 an increase of
41% compared to Q3-2023 and representing 5.9 million total patient visits on an annualized run-rate basis. - WELL increases its 2024 annual guidance range for revenue of
$985 million $995 million $125 million $130 million
Hamed Shahbazi, Founder and CEO of WELL, commented, "Third quarter of 2024 was one of the best quarters in the Company's history by just about every objective and important metric. WELL delivered record quarterly performances for revenue, Adj EBITDA, free cashflow, patient visits and organic growth in the third quarter. We are also pleased to report that we surpassed
Mr. Shahbazi further added, "Both of WELL's US based virtual care platforms, Wisp and Circle Medical continue to outperform with Wisp experiencing
Eva Fong, WELL's Chief Financial Officer, added, "Earlier this year we implemented a comprehensive cost-cutting program to support our 2024 operating plan, which is contributing to our record Adjusted EBITDA results this quarter and on a YTD basis. In Q3-2024, we generated
Third Quarter 2024 Financial Highlights:
- WELL achieved record quarterly revenue of
$251.7 23% as compared to revenue of$204.5 27% (1) with reference to continuing operations). This growth was primarily driven by organic growth of23% . Growth from acquisitions of4% was offset by the impact from divestitures. - Canadian Patient Services revenue was
$78.0 35% as compared to$57.8 U.S. Patient Services revenue was$158.2 21% as compared to$130.7 - SaaS and Technology Services revenue from continuing businesses was
$15.6 19% as compared to$13.1 - Adjusted Gross Profit(2) was
$112.3 19% as compared to Adjusted Gross Profit(2) of$94.2 - Adjusted Gross Margin(2) percentage was
44.6% during Q3-2024 compared to Adjusted Gross Margin(2) percentage of46.1% in Q3-2023. The decrease in Adjusted Gross Margin(2) percentage was primarily driven by the addition of recruiting revenue from the acquisition of CarePlus, which has lower margins compared to other Patient Services and SaaS and Technology Services revenue. - Adjusted EBITDA(2) was
$32.7 16% as compared to Adjusted EBITDA(2) of$28.2 - Adjusted EBITDA to WELL shareholders(2) was
$25.1 10% as compared to Adjusted EBITDA to WELL shareholders(2) of$22.9 - Adjusted Net Income(2) was
$13.0 $0.05 $12.9 $0.05
Third Quarter 2024 Patient Visit Metrics:
WELL achieved a record 1.5 million total patient visits in Q3-2024, an increase of
Total Care Interactions were 2.2 million in Q3-2024, a year-over-year increase of
Q3-24 | Q2-24 | Q3-23 | Q/Q | Y/Y | Y/Y Organic | |
Canada Patient Visits | 798,000 | 766,000 | 548,000 | 4 % | 46 % | 26 % |
US Patient Visits | 682,000 | 640,000 | 505,000 | 7 % | 35 % | 35 % |
Total Visits | 1,480,000 | 1,406,000 | 1,053,000 | 5 % | 41 % | 31 % |
Technology Interactions | 675,000 | 622,000 | 458,000 | 9 % | 47 % | 47 % |
Billed Provider Hours | 88,000 | 84,000 | 81,000 | 5 % | 10 % | 10 % |
Total Care Interactions(3) | 2,243,000 | 2,112,000 | 1,591,000 | 6 % | 41 % | 35 % |
Third Quarter 2024 Business Highlights:
On July 10, 2024, the Company announced the approval of a historic
On July 17, 2024, the Company announced the launch of its AI-powered co-pilot for cardiologists, powered by HEALWELL AI, to improve the detection of cardiovascular disease (CVD). This co-pilot, an extension of the WELL AI Decision Support (WAIDS) product offering, will be deployed in WELL Diagnostic Centers,
On August 13, 2024, the Company announced that its majority-owned subsidiary, Circle Medical, surpassed a
On August 21, 2024, the Company announced that its majority-owned subsidiary, Wisp, surpassed one million patients served and achieved a revenue run rate of over
On September 10, 2024, the Company announced the acquisition of three primary care clinics in
Events Subsequent to September 30, 2024:
On October 17, 2024, the Company announced the launch of a comprehensive weight care vertical by its majority-owned subsidiary, Wisp. This new service provides personalized online consultations and access to four weight care solutions, including GLP-1 medications, to support women with hormonal imbalances such as perimenopause, menopause, PCOS, and endometriosis. Wisp also introduced its first over-the-counter weight-loss supplement designed to promote women's metabolic health, further expanding its menopause care offerings. Wisp now serves over 1.2 million patients as it continues to enhance its women's healthcare services.
On November 4, 2024, the Company announced the acquisition of Canadian clinical assets from Jack Nathan Medical Corp. including a network of 16 owned and operated clinics, which generated revenue of over
Outlook:
WELL anticipates maintaining its strong performance through the remainder of 2024, with a strategic focus on enhancing operations for organic growth and profitability. The company continues to pursue capital-efficient growth opportunities while effectively managing costs to deliver robust growth and sustained cash flow to shareholders. Management is pleased to update its guidance, which includes only announced acquisitions:
- Annual revenue for 2024 is projected to be in the range of
$985 million $995 million - Adjusted EBITDA(2) for 2024 is projected to be in the upper half of
$125 million $130 million - Adjusted Free Cashflow(2) available to shareholders is expected to be approximately
$55 million
WELL plans to advance its
Leveraging its deep technological expertise and strategic relationship with HEALWELL AI, WELL is prioritizing investments in AI technologies, with plans to continue to develop and launch innovative products and enhancements across its provider and clinic network.
To boost operational efficiency and profitability, earlier this year WELL has implemented a cost optimization program, including staff restructuring and other cost-saving measures. The company's strong organic growth and healthy cash flow position it well to continue executing its growth strategies while progressively reducing debt.
Conference Call:
WELL will hold a conference call to discuss its 2024 Third Quarter financial results on Thursday, November 7, 2024, at 1:00 pm ET (10:00 am PT). Please use the following dial-in numbers: 416-764-8650 (
The conference call will also be simultaneously webcast and can be accessed at the following audience URL: https://well.company/events.
Selected Unaudited Financial Highlights:
Please see SEDAR for complete copies of the Company's condensed interim consolidated financial statements and interim MD&A for the quarter ended September 30, 2024.
Quarter ended | Nine months ended | |||||
September 30, | June 30, | September | September | September | ||
$'000 | $'000 | $'000 | $'000 | $'000 | ||
Revenue | 251,739 | 243,147 | 204,461 | 726,448 | 544,808 | |
Cost of sales (excluding depreciation and amortization) | (139,487) | (135,766) | (110,225) | (404,595) | (273,580) | |
Adjusted Gross Profit(2) | 112,252 | 107,381 | 94,236 | 321,853 | 271,228 | |
Adjusted Gross Margin(2) | 44.6 % | 44.2 % | 46.1 % | 44.3 % | 49.8 % | |
Adjusted EBITDA(2) | 32,738 | 30,880 | 28,172 | 91,932 | 82,644 | |
Net income (loss) | (75,752) | 116,976 | (4,482) | 60,824 | (17,125) | |
Adjusted Net Income (2) | 12,996 | 12,107 | 12,862 | 46,406 | 41,536 | |
Earnings (loss) per share, basic (in $) | (0.33) | 0.45 | (0.03) | 0.19 | (0.12) | |
Earnings (loss) per share, diluted (in $) | (0.33) | 0.43 | (0.03) | 0.19 | (0.12) | |
Adjusted Net Income per share, basic (in $) (2) | 0.05 | 0.05 | 0.05 | 0.19 | 0.18 | |
Adjusted Net income per share, diluted (in $)(2) | 0.05 | 0.05 | 0.05 | 0.18 | 0.18 | |
Reconciliation of net income (loss) to Adjusted EBITDA(2): | ||||||
Net income (loss) for the period | (75,752) | 116,976 | (4,482) | 60,824 | (17,125) | |
Depreciation and amortization | 17,476 | 17,307 | 15,449 | 51,343 | 44,012 | |
Income tax expense (recovery) | 1,087 | (1,959) | (25) | (1,050) | 2,056 | |
Interest income | (255) | (279) | (114) | (772) | (429) | |
Interest expense | 9,103 | 9,689 | 8,966 | 28,333 | 24,568 | |
Rent expense on finance leases | (4,675) | (4,129) | (2,672) | (12,918) | (7,743) | |
Stock-based compensation | 2,141 | 4,765 | 7,043 | 12,383 | 19,776 | |
Foreign exchange gain | 62 | (72) | (539) | (42) | (888) | |
Time-based earnout expense | 1,829 | 15 | 1,589 | 3,956 | 13,919 | |
Change in fair value of investments | 77,092 | (116,327) | - | (53,192) | - | |
Gain on disposal of assets and investments | (33) | - | (7) | (11,317) | (1,524) | |
Share of net (income) loss of associates | 1,832 | (177) | 102 | 2,719 | 290 | |
Other items | - | 753 | - | 753 | 1,798 | |
Transaction, restructuring and integration costs expensed | 2,831 | 4,318 | 2,862 | 10,912 | 3,934 | |
Adjusted EBITDA(2) | 32,738 | 30,880 | 28,172 | 91,932 | 82,644 | |
Attributable to WELL shareholders | 25,104 | 23,019 | 22,912 | 69,494 | 65,831 | |
Attributable to Non-controlling interests | 7,634 | 7,861 | 5,260 | 22,438 | 16,813 | |
Adjusted EBITDA(2) | ||||||
WELL Corporate | (5,368) | (5,320) | (4,933) | (15,455) | (13,914) | |
| 14,036 | 13,032 | 12,110 | 41,542 | 34,857 | |
US operations | 24,070 | 23,168 | 20,995 | 65,845 | 61,701 | |
Adjusted EBITDA(2) attributable to WELL shareholders | ||||||
WELL Corporate | (5,368) | (5,320) | (4,933) | (15,455) | (13,914) | |
| 13,743 | 12,645 | 12,044 | 40,635 | 34,352 | |
US operations | 16,729 | 15,694 | 15,801 | 44,314 | 45,393 | |
Adjusted EBITDA(2) attributable to Non-controlling interests | ||||||
Canada and others | 293 | 387 | 66 | 907 | 505 | |
US operations | 7,341 | 7,474 | 5,194 | 21,531 | 16,308 | |
Reconciliation of net income (loss) to Adjusted Net income(2): | ||||||
Net income (loss) for the period | (75,752) | 116,976 | (4,482) | 60,824 | (17,125) | |
Amortization of acquired intangible assets | 11,294 | 11,361 | 11,734 | 34,175 | 33,484 | |
Time-based earnout expense | 1,829 | 15 | 1,589 | 3,956 | 13,919 | |
Stock-based compensation | 2,141 | 4,765 | 7,043 | 12,383 | 19,776 | |
Change in fair value of investments | 77,092 | (116,327) | - | (53,192) | - | |
Share of net (income) loss of associates | 1,832 | (177) | 102 | 2,719 | 290 | |
Other items | - | 753 | - | 753 | 1,798 | |
Non-controlling interest included in net income (loss) | (5,440) | (5,259) | (3,124) | (15,212) | (10,606) | |
Adjusted Net Income (2) | 12,996 | 12,107 | 12,862 | 46,406 | 41,536 | |
Footnotes:
- Relates to revenue from continuing operations excluding the revenue impact from businesses divested in the prior periods.
- Non-GAAP Financial Measures
In addition to results reported in accordance with IFRS, the Company uses certain non-GAAP financial measures as supplemental indicators of its financial and operating performance. These non-GAAP financial measures include Adjusted Gross Profit, Adjusted Gross Margin, Adjusted EBITDA, Adjusted EBITDA attributable to WELL Shareholders/Non-controlling interests, Adjusted Net Income, and Adjusted Net Income Per Share (basic and diluted). The Company believes these supplementary financial measures reflect the Company's ongoing business in a manner that allows for meaningful period-to-period comparisons and analysis of trends in its business.
Adjusted Gross Profit and Adjusted Gross Margin
The Company defines Adjusted Gross Profit as revenue less cost of sales (excluding depreciation and amortization) and Adjusted Gross Margin as adjusted gross profit as a percentage of revenue. Adjusted gross profit and adjusted gross margin should not be construed as an alternative for revenue or net income (loss) determined in accordance with IFRS. The Company does not present gross profit in its consolidated financial statements as it is a non-GAAP financial measure. The Company believes that adjusted gross profit and adjusted gross margin are meaningful metrics that are often used by readers to measure the Company's efficiency of selling its products and services.
Adjusted EBITDA
The Company defines Adjusted EBITDA as net income (loss) before interest, taxes, depreciation and amortization less (i) net rent expense on premise leases considered to be finance leases under IFRS and before (ii) transaction, restructuring, and integration costs, time-based earn-out expense, change in fair value of investments, share of income (loss) of associates, foreign exchange gain/loss, and stock-based compensation expense, and (iii) gains/losses that are not reflective of ongoing operating performance. The Company considers Adjusted EBITDA to be a financial metric that measures cash flow that the Company can use to fund working capital requirements, service future interest and principal debt repayments and fund future growth initiatives. Adjusted EBITDA should not be considered alternatives to net income (loss), cash flow from operating activities or other measures of financial performance defined under IFRS.
Adjusted EBITDA Attributable to WELL Shareholders/Non-Controlling Interests
The Company defines Adjusted EBITDA attributable to WELL Shareholders (or Shareholder EBITDA) and Adjusted EBITDA attributable to Non-controlling interests as the sum of the Adjusted EBITDA for each relevant legal entity multiplied by WELL's or the non-controlling interests' equity ownership, respectively.
Adjusted Net Income and Adjusted Net Income Per Share, Basic and Diluted
The Company defines Adjusted Net Income as net income (loss), after excluding the effects of stock-based compensation expense, amortization of acquired intangible assets, time-based earnout expense, change in fair value of investments, share of income (loss) of associates, and non-controlling interests. The Company revised its definition of Adjusted Net Income for the three and nine months ended September 30, 2024 to exclude share of income (loss) of associates. Comparative figures have been adjusted to conform to the current period definition. Adjusted Net Income Per Share is Adjusted Net Income divided by weighted average number of shares outstanding. The Company believes that these non-GAAP financial measures provide useful information to analyze our results, enhance a reader's understanding of past financial performance and allow for greater understanding with respect to key metrics used by management in decision making. More specifically, the Company believes Adjusted Net Income is a financial metric that tracks the earning power of the business that is available to WELL shareholders.
Adjusted Free Cashflow
The Company defines Adjusted Free Cashflow as Adjusted EBITDA Attributable to Shareholders, less cash interest, less cash taxes and less capital expenditures.
Adjusted Gross Profit, Adjusted Gross Margin, Adjusted EBITDA, Adjusted EBITDA attributable to WELL Shareholders/Non-controlling interests, Adjusted Net Income, and Adjusted Net Income per Share (basic and diluted), and Adjusted Free Cashflow are not recognized measures for financial statement presentation under IFRS and do not have standardized meanings. As such, these measures may not be comparable to similar measures presented by other companies and should be considered as supplements to, and not as substitutes for, or superior to, the corresponding measures calculated in accordance with IFRS. - Total Care Interactions are defined as Total Patient Visits plus Technology Interactions plus Billed Provider Hours.
WELL HEALTH TECHNOLOGIES CORP.
Per: "Hamed Shahbazi"
Hamed Shahbazi
Chief Executive Officer, Chairman and Director
About WELL Health Technologies Corp.
WELL's mission is to tech-enable healthcare providers. We do this by developing the best technologies, services, and support available, which ensures healthcare providers are empowered to positively impact patient outcomes. WELL's comprehensive healthcare and digital platform includes extensive front and back-office management software applications that help physicians run and secure their practices. WELL's solutions enable more than 38,000 healthcare providers between the US and
Forward-Looking Statements
This news release may contain "Forward-Looking Information" within the meaning of applicable Canadian securities laws, including, without limitation: information regarding the Company's goals, strategies and growth plans; expectations regarding continued revenue and EBITDA growth; the expected benefits and synergies of completed acquisitions; capital allocation plans in the form of more acquisitions or share repurchases; the expected financial performance as well as information in the "Outlook" section herein. Forward-Looking Information are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, and contingencies. Forward-Looking Information generally can be identified by the use of forward-looking words such as "may", "should", "will", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. Forward-Looking Information involve known and unknown risks, uncertainties and other factors that may cause future results, performance, or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by the Forward-Looking Information and the Forward-Looking Information are not guarantees of future performance. WELL's comments expressed or implied by such Forward-Looking Information are subject to a number of risks, uncertainties, and conditions, many of which are outside of WELL 's control, and undue reliance should not be placed on such information. Forward-Looking Information are qualified in their entirety by inherent risks and uncertainties, including: direct and indirect material adverse effects from the COVID-19 pandemic; adverse market conditions; risks inherent in the primary healthcare sector in general; regulatory and legislative changes; that future results may vary from historical results; inability to obtain any requisite future financing on suitable terms; any inability to realize the expected benefits and synergies of acquisitions; that market competition may affect the business, results and financial condition of WELL and other risk factors identified in documents filed by WELL under its profile at www.sedar.com, including its most recent Annual Information Form. Except as required by securities law, WELL does not assume any obligation to update or revise any forward-looking information, whether as a result of new information, events or otherwise.
This news release contains future-oriented financial information and financial outlook information (collectively, "FOFI") about estimated annual run-rate revenue and Adjusted EBIDTA, all of which are subject to the same assumptions, risk factors, limitations, and qualifications as set out in the above paragraph. The actual financial results of WELL may vary from the amounts set out herein and such variation may be material. WELL and its management believe that the FOFI has been prepared on a reasonable basis, reflecting management's best estimates and judgments. However, because this information is subjective and subject to numerous risks, it should not be relied on as necessarily indicative of future results. Except as required by applicable securities laws, WELL undertakes no obligation to update such FOFI. FOFI contained in this news release was made as of the date hereof and was provided for the purpose of providing further information about WELL's anticipated future business operations on an annual basis. Readers are cautioned that the FOFI contained in this news release should not be used for purposes other than for which it is disclosed herein.
Neither the TSX nor its Regulation Services Provider (as that term is defined in policies of the TSX) accepts responsibility for the adequacy or accuracy of this release.
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