February 4, 2023
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Dialogue Announces Divestiture of German OHS Business

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Decision supports strategic objectives to focus on complementary services within the Company’s rapidly
scaling Integrated Health Platform™

MONTREAL, Dec. 27, 2022 /CNW Telbec/ – Dialogue Health Technologies Inc. (TSX: CARE) (“Dialogue” or the “Company”), Canada’s premier health and wellness virtual healthcare platform, announced today that it has entered into a definitive agreement to divest its Occupational Health Safety (“OHS”) service in Germany. The transaction is expected to close on or before December 31, 2022, subject to the satisfaction of customary closing conditions.

Dialogue Logo (CNW Group/Dialogue Health Technologies Inc.)

Dialogue Logo (CNW Group/Dialogue Health Technologies Inc.)

Dialogue entered the OHS market in Germany with the acquisition of ARGUMED Consulting Group GmbH (“Argumed”) in January 2020 and grew the segment steadily since then. Following a normal course strategic review of its product roadmap, the Company identified the OHS business as a non-core asset that does not fit within Dialogue’s integrated platform strategy and does not feature the high scalability the Company seeks for international market growth.

The sale of the Company’s OHS business reinforces Dialogue’s focus to add highly complementary services to its Integrated Health PlatformTM to meet the health and wellness needs of employers insurers, from prevention to treatment.

“Our core digital business in Canada is seeing robust growth in excess of 50% this year and benefitting significantly from the close integration of all our services. We are also confident in our strategy to grow our international business through high-margin and highly scalable services like our Wellness and iCBT programs,” said Cherif Habib, Chief Executive Officer of Dialogue. “We will continue to invest in our IHP and in complementary services to drive superior outcomes for our members, customers, and partners. As we start the new year, I’m excited about the opportunities ahead.”

In the twelve month period ending September 30, 2022, the OHS business generated revenue of CAD $4.7 million and an adjusted EBITDA loss of CAD $1.8 million. The sale also advances Dialogue on its path to breakeven EBITDA by the end of 2023. As of the fourth quarter of 2022, the OHS business will be classified as discontinued operations for current and comparative periods in the Company’s consolidated financial statements.

Hauck Aufhäuser Lampe Privatbank AG served as financial advisor to Dialogue and Baker McKenzie served as its legal counsel.

About Dialogue

Incorporated in 2016, Dialogue is Canada’s premier virtual healthcare and wellness platform, providing affordable, on-demand access to quality care. Through our team of health professionals, we serve employers and organizations who have an interest in the health and well-being of their employees, members and their families. Our Integrated Health Platform™ is a one-stop healthcare hub that centralizes all of our programs in a single, user-friendly application, providing access to services 24 hours per day, 365 days per year from the convenience of a smartphone, computer or tablet.

Forward-Looking Information

This release includes “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of applicable securities laws. Forward-looking information may relate to our financial outlook (including revenues and Adjusted EBITDA), and anticipated events or results and may include information regarding our financial position, business strategy, growth strategies, addressable markets, budgets, operations, financial results, taxes, dividend policy, plans and objectives.

In some cases, but not necessarily in all cases, forward-looking statements can be identified by the use of forward-looking terminology such as “plans” “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking statements. Forward-looking statements are not historical facts, nor guarantees or assurances of future performance but instead represent management’s current beliefs, expectations, estimates and projections regarding future events and operating performance.

Forward-looking statements are necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by Dialogue as of the date of this release, are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking statements include, but are not limited to, the risk factors identified under “Risk Factors” in Dialogue’s latest annual information form, and in other periodic filings that Dialogue has made and may make in the future with the securities commissions or similar regulatory authorities in Canada, all of which are available under Dialogue’s SEDAR profile at www.sedar.com. These factors are not intended to represent a complete list of the factors that could affect Dialogue. However, such risk factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. You should not place undue reliance on forward-looking statements, which speak only as of the date of this release. Dialogue undertakes no obligation to publicly update any forward-looking statement, except as required by applicable securities laws.

Although we have 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 currently known to us or that we currently believe 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, you should not place undue reliance on forward-looking information. The forward-looking information represents our expectations as of the date of this earnings release (or as the date it is otherwise stated to be made) and is subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable Canadian securities laws. All of the forward-looking information contained in this earnings release is expressly qualified by the foregoing cautionary statements.

SOURCE Dialogue Health Technologies Inc.

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