CRHM CRH Medical Corporation

Certain Unaudited Prospective Financial Information

The forecasts constitute forward-looking statements that are subject to a number of risks and uncertainties that could cause actual results to differ materially from those predicted, including those described in “Cautionary Note Regarding Forward-Looking Statements,” beginning on page 14, and should be read with caution. Although presented with numerical specificity, the forecasts were based on numerous assumptions and estimates with respect to industry performance and competition, general business, economic, regulatory, political, market and financial conditions, and other future events, including assumptions and estimates related to CRH’s future investments and strategies and ability to achieve its strategic objectives, as well as other matters specific to CRH’s business, all of which are inherently uncertain and difficult to predict and many of which are beyond the control of CRH. Key material assumptions underlying the forecasts include, without limitation, that:

In addition, the forecasts were prepared assuming CRH remains a stand-alone public company and do not give effect to the Arrangement, including the impact of negotiating or executing the Arrangement Agreement, the expenses that have been and may be incurred in connection with consummating the Arrangement, the potential synergies that may be achieved as a result of consummation of the Arrangement, potential changes in any business or strategic decision or actions that may be undertaken by WELL following consummation of the Arrangement, or the effect of any business or strategic decisions or actions that would likely have been taken if the Arrangement Agreement had not been executed, but that were instead altered, accelerated, postponed or not taken in anticipation of the Arrangement. The forecasts also do not take into account the effect on CRH of any possible failure of the Arrangement be consummated.

The forecasts were prepared by CRH’s senior management based on information available at the time the forecasts were prepared and do not take into account any circumstances or events occurring after the date they were prepared. For example, as noted above, the forecasts assumed that there would be no anesthesia services revenue or EBITDA contribution from United Digestive following the expiration of United Digestive’s current services agreements with CRH on October 31, 2021 (in light of the notice that had been received by CRH in December 2020 that United Digestive did not intend to renew its services agreements with CRH following their expiration), and the forecasts do not take into account that on February 23, 2021, following the preparation of the forecasts and CRH’s entry into the Arrangement Agreement, CRH entered into a new five-year exclusive management services agreement with United Digestive that will be effective November 1, 2021, which agreement is expected to allow CRH to retain a material portion of the EBITDA earned by CRH under the current services agreements. Further, given that the forecasts cover multiple years, by their nature, they become less predictive with each successive year. Except to the extent required by applicable securities laws, CRH expressly disclaims any responsibility to update or otherwise revise the forecasts to reflect circumstances existing after the date when they were prepared or the occurrence of future events, even in the event that any or all of the assumptions underlying the forecasts are shown to be inappropriate.

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In light of the foregoing factors and the uncertainties inherent in the forecasts, security holders are cautioned not to place undue reliance on the forecasts. There can be no assurance that such forecasts will be an accurate prediction of future events, and they should not be relied on as such. Actual results may differ materially from those shown in the forecasts.

The forecasts included in this proxy statement should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding CRH included in this proxy statement and in its other public filings with the SEC, including CRH’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.

CRH High-Growth Case

CRH management prepared certain forecasts in the fall of 2020 for distribution to potential acquirers in connection with CRH’s planned sale process. In addition to the assumptions described under “—General Note Regarding Certain Unaudited Prospective Financial Information,” beginning on page 39, such forecasts were based on various assumptions concerning, among other things, CRH’s ability to deploy capital at an increased rate to drive additional growth through acquisitions and CRH’s achievement of accelerated organic growth, primarily through growth in its anesthesia services business resulting from the potential heightened demand for such services in light of certain shifting healthcare norms and the possibility of certain rate increases in future years. In light of the subsequent notice received by CRH that CRH’s largest customer, United Digestive, did not intend to renew its services agreements with CRH, such forecasts were updated in December 2020 solely to remove any revenue or EBITDA contribution from United Digestive following the expiration of such service agreements in the fourth quarter of 2021. In this proxy statement, we refer to such forecasts, including the revisions to reflect the removal of United Digestive revenue and EBITDA contributions, as the “CRH High-Growth Case.” The CRH High-Growth Case was provided to WELL and to four other potential acquirers of CRH who entered into confidentiality agreements with CRH as a result of Citi’s outreach to potential acquirers between December 28, 2020 and January 5, 2021, as well as to Citi and Canaccord Genuity.

The following table summarizes selected data from the CRH High-Growth Case, including management’s estimates of revenue, EBITDA (in total and broken down as attributable to non-controlling interests and shareholders of the Company) and adjusted operating EBITDA attributable to shareholders for the periods presented. The following estimates of unlevered free cash flow (pre- and post-acquisition of anesthesia service providers) were derived by Citi based on the CRH High-Growth Case and other estimates provided by CRH management.

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Together, the foregoing cost of revenue (excluding book D&A), SG&A (excluding book D&A) and book D&A comprise the Company’s estimated GAAP operating expenses for the applicable periods.

EBITDA is also broken down in the table above as attributable to non-controlling interests (“NCI”) and shareholders of the Company. NCI reflects the ownership interests of persons holding non-controlling interests in non-wholly owned subsidiaries of the Company.

For the forecast periods in the table above, adjusted operating EBITDA attributable to shareholders was calculated by subtracting from total EBITDA the portion of the Company’s EBITDA attributable to NCI, and adding (i) stock based compensation and (ii) acquisition expense. Management’s estimates of these items, as used in such calculation, are listed in table below. Asset impairment charges, other non-recurring expenses and other income related to government assistance were estimated at zero for such periods.

CRH Normalized Case

CRH management prepared certain additional forecasts in January 2021. In addition to the assumptions described under “—General Note Regarding Certain Unaudited Prospective Financial Information” beginning on page 39, such forecasts assumed levels of investment in acquisitions, product sale growth and anesthesia services growth based on and substantially consistent with levels and trends observed by CRH in its prior financial periods. In this proxy statement, we refer to such forecasts as the “CRH Normalized Case.” The CRH Normalized Case was provided to Citi and Canaccord Genuity, and after discussion with CRH’s financial advisors, and taking into account, among other things, the then-current business, economic, regulatory, political, market and financial conditions in the industry and geographies in which CRH operates, CRH management approved the CRH Normalized Case for use by Canaccord Genuity in connection with rendering its opinion described in “—Opinion of the Company’s Financial Advisor” beginning on page 44. The CRH Normalized Case was also provided to the Special Committee and the CRH Board.

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The following table summarizes selected data from the CRH Normalized Case, including management’s estimates of revenue, EBITDA (in total and broken down as attributable to non-controlling interests and shareholders of the Company), and adjusted operating EBITDA attributable to shareholders for the periods presented. The following estimates of unlevered free cash flow were derived by Citi and Canaccord Genuity, respectively (as indicated below), based on the CRH Normalized Case and other estimates provided by CRH management.

Together, the foregoing cost of revenue (excluding book D&A), SG&A (excluding book D&A) and book D&A comprise the Company’s estimated GAAP operating expenses for the applicable periods.

EBITDA is also broken down in the table above as attributable to NCI and shareholders of the Company. NCI reflects the ownership interests of persons holding non-controlling interests in non-wholly owned subsidiaries of the Company.

For the forecast periods in the table above, adjusted operating EBITDA attributable to shareholders was calculated by subtracting from total EBITDA the portion of the Company’s EBITDA attributable to NCI, and adding (i) stock based compensation and (ii) acquisition expense. Management’s estimates of these items, as used in such calculation, are listed in table below. Asset impairment charges, other non-recurring expenses and other income related to government assistance were estimated at zero for such periods.

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Opinion of the Company’s Financial Advisor

Canaccord Genuity is acting as a financial advisor to the Company in connection with the Arrangement. At a meeting of the Special Committee and the CRH Board held on February 4, 2021 to evaluate the Arrangement, Canaccord Genuity delivered to the Special Committee and the CRH Board an oral opinion, which opinion was confirmed by delivery of a written opinion dated February 4, 2021, to the effect that, as of that date and based upon and subject to certain assumptions, limitations and qualifications set forth in the written opinion, the consideration to be received by CRH shareholders pursuant to the Arrangement is fair, from a financial point of view, to CRH shareholders.

The full text of Canaccord Genuity’s opinion is attached to this proxy statement as Annex E. The description of Canaccord Genuity’s opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. CRH shareholders are encouraged to read Canaccord Genuity’s opinion carefully and in its entirety for a description of the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Canaccord Genuity in connection with its opinion. Canaccord Genuity’s opinion was addressed to the Special Committee, was only one of many factors considered by the Special Committee and the CRH Board in their evaluation of the Arrangement and only addresses the fairness, from a financial point of view and as of the date of the opinion, of the consideration to be received under the Arrangement by CRH shareholders. Canaccord Genuity’s opinion is not intended to, and does not, constitute advice or a recommendation to any CRH securityholder as to whether such holder should vote their CRH securities in favour of the Arrangement or how such securityholder should otherwise act on any other matter with respect to the Arrangement.

In connection with rendering the opinion described above and performing its related financial analyses, Canaccord Genuity, among other things:

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In connection with its review and arriving at its opinion, Canaccord Genuity did not independently verify any of the foregoing information, assumed that all such information was complete and accurate in all material respects, and relied on representations of Company management that they were not aware of any facts that would make the information provided to Canaccord Genuity by the Company or its representatives for the purpose of preparing such opinion misleading. With respect to the CRH Normalized Case forecasts, which were relied upon by Canaccord Genuity in arriving at its opinion with the Company’s consent, Canaccord Genuity assumed that such forecasts were reasonably prepared on bases reflecting the best currently available estimates and judgments of Company management. Canaccord Genuity also assumed that the Arrangement will be consummated substantially in accordance with the terms set forth in the copy of the Arrangement Agreement reviewed by it, without waiver, modification or amendment of any material term, condition or agreement therein which would be in any way meaningful to Canaccord Genuity’s analysis.

Canaccord Genuity’s opinion was rendered on the basis of securities markets, economic, financial and general business conditions prevailing as of February 4, 2021, the date of the opinion, and the conditions and prospects, financial and otherwise, of the Company and its subsidiaries, as they were reflected in the information described above and as they were represented to Canaccord Genuity in discussions with management of the Company. It should be understood that subsequent developments may affect the conclusions expressed in the opinion, and Canaccord Genuity disclaims any obligation to advise any person of any change in any manner affecting the opinion that may come to Canaccord Genuity’s attention after the date of the opinion or to otherwise update, revise or reaffirm its opinion. Canaccord Genuity has not been requested to conduct and has not conducted, nor has Canaccord Genuity relied upon, any independent formal valuation or appraisal of the Company, or any of its securities or assets, and its opinion should not be construed as such. Canaccord Genuity also has not evaluated the solvency of any party to the Arrangement Agreement under any state or federal laws, rules or regulations relating to bankruptcy, insolvency or similar matters. In addition, Canaccord Genuity has assumed, with the Company’s consent, that any material liabilities (contingent or otherwise, known or unknown) of the Company are as set forth in the financial statements of the Company provided to Canaccord Genuity.

Canaccord Genuity’s opinion is limited to the fairness, from a financial point of view and as of the date of the opinion, of the consideration to be received under the Arrangement by CRH shareholders, and Canaccord

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Genuity did not express any opinion as to the fairness of the Arrangement to the holders of any other class of securities, creditors or other constituencies of the Company. Canaccord Genuity’s opinion did not address the relative merits of the Arrangement as compared to other business strategies or transactions that might be available to the Company, nor did it address the underlying business decision of the Company to proceed with the Arrangement or any view on any other term or aspect of the Arrangement Agreement. Canaccord Genuity is not a legal, accounting, regulatory or tax expert and relied on the assessments made by the Company and its advisors with respect to such matters. Canaccord Genuity has not considered, and expressed no opinion as to, the fairness of the amount or nature of the compensation to be paid to any of the Company’s officers, directors or employees, or class of such persons, relative to the consideration to be paid to CRH shareholders pursuant to the Arrangement.

Summary of Financial Analysis

The following is a summary of the material financial analyses performed by Canaccord Genuity in connection with rendering its opinion dated February 4, 2021 described above. The following summary, however, does not purport to be a complete description of the factors considered or financial analyses performed by Canaccord Genuity, nor does the order of analyses described represent relative importance or weight given to those analyses by Canaccord Genuity. Some of these summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Canaccord Genuity’s financial analyses.

Selected Public Companies Analysis

Canaccord Genuity performed an analysis using a selected group, which attempts to imply the value of a company by comparing it to identified companies that are publicly traded. For purposes of this analysis, Canaccord Genuity identified the following group of nine publicly traded healthcare services and products companies that share similar business characteristics to the Company based on operational and/or financial metrics, which are referred to as the “selected public companies.” The selected public companies consisted of:

Based on its review of the relevant metrics for each of the selected public companies, Canaccord Genuity calculated, for each of the selected public companies, the implied enterprise value as a multiple of adjusted operating EBITDA attributable to shareholders, which is referred to in this section as “adjusted EBITDA” (calculated as operating earnings before interest, taxes, depreciation and amortization, stock-based compensation, and excluding non-controlling interests), for the last twelve month period ended September 30, 2020 (“9/30 LTM”) and for estimated calendar year 2020 (“2020E”) and estimated calendar year 2021 (“2021E”). For purposes of this analysis, Canaccord calculated the implied enterprise value for each of the selected companies by multiplying the number of fully diluted outstanding shares of the applicable company by that company’s closing share price on February 3, 2021, and adding the book value of that company’s debt and subtracting cash

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and cash equivalents. In calculating the implied enterprise value and adjusted EBITDA metrics for the selected public companies, Canaccord Genuity utilized information regarding the selected public companies obtained from filings with the SEC, the Capital IQ database and other public sources. Based on this information, Canaccord Genuity calculated multiples for the selected public companies as follows:

Based on the analyses and review of the multiples of the selected public companies, Canaccord Genuity selected a representative range of enterprise value to 9/30 LTM adjusted EBITDA multiples of 11.5x–13.2x, a representative range of enterprise value to 2020E adjusted EBITDA multiples of 11.4x–13.2x, and a representative range of enterprise value to 2021E adjusted EBITDA multiples of 8.9x–12.8x, which were derived from the data points for the selected public companies set forth in the tables above based upon the application of its professional judgment.

Canaccord Genuity then calculated ranges of implied enterprise values of the Company by applying these multiples to the Company’s estimated adjusted EBITDA for the relevant periods (based on CRH’s public filings, with respect to the 9/30 LTM adjusted EBITDA, and the CRH Normalized Case forecasts for 2020E and 2021E adjusted EBITDA). Based on information provided by Company management, Canaccord Genuity also adjusted 2021E adjusted EBITDA to exclude any contribution from CRH’s customer United Digestive in 2021E (as the Company had publicly announced on December 22, 2020 that the current services agreements with United Digestive will expire on October 31, 2021 and that United Digestive had given notice that it did not intend to renew), and calculated a range of implied enterprise values of the Company accounting for the loss of United Digestive by applying the representative range of enterprise value to 2021E adjusted EBITDA multiples to such adjusted 2021E adjusted EBITDA. Canaccord then subtracted the Company’s net debt of $70.2 million at December 31, 2020, as provided by Company management, from such implied enterprise values to calculate ranges of implied equity values for the Company and then calculated ranges for the implied per share equity value of CRH shares based on the number of fully diluted CRH shares outstanding as of February 2, 2021 of 75.5 million (calculated using the treasury stock method). The following table summarizes the results of this analysis:

Canaccord Genuity compared these ranges to (i) the closing price of CRH shares on the NYSE American on February 3, 2021, the last trading day prior to the date of its opinion, of $2.18 per CRH share and (ii) the consideration payable to CRH shareholders under the Arrangement Agreement of $4.00 per CRH share.

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Selected Precedent Transactions Analysis

Canaccord Genuity performed a precedent transactions analysis, which attempts to imply the value of a company based on publicly available financial terms of selected transactions. Canaccord Genuity selected the precedent transactions listed below based on the similarity of products offered and markets served by the target company as compared to the Company based upon its professional judgment, as well as the financial position and other relevant financial metrics of the target companies. Each of these transactions was publicly announced on or before February 3, 2021.

Based on its review of the relevant metrics for each of the precedent transactions, Canaccord Genuity calculated the implied enterprise value of the applicable target company based on the consideration paid in the transaction as multiple of the target company’s adjusted EBITDA (calculated as operating earnings before interest, taxes, depreciation and amortization, stock-based compensation, and excluding non-controlling interests) over the last twelve month period ended prior to the announcement of the applicable transaction (the “LTM adjusted EBITDA”) for each of the precedent transactions for which public information was available. For purposes of this analysis, Canaccord Genuity utilized information regarding the precedent transactions obtained from filings with the SEC and other public sources. The results of these calculations for each of the select precedent transactions are set forth below:

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Canaccord Genuity selected a representative range of enterprise value to LTM adjusted EBITDA multiples of 9.9x-13.4x, derived from the data points for the precedent transactions set forth in the tables above based upon the application of its professional judgment. Canaccord Genuity then calculated a range of implied enterprise values of the Company by applying these multiples to the Company’s estimated adjusted EBITDA for the twelve month period ended December 31, 2020 (as reflected in the CRH Normalized Case). Canaccord Genuity then subtracted the Company’s net debt of 70.2 million at December 31, 2020, as provided by Company management, from such implied enterprise values to calculate a range of implied equity values for the Company, and then calculated a range for the implied per share equity value of CRH shares based on the number of fully diluted CRH shares outstanding of 75.5 million as of February 2, 2021 (calculated using the treasury stock method). The following table summarizes the results of this analysis:

Canaccord Genuity compared this range to (i) the closing price of CRH shares on the NYSE American on February 3, 2021, the last trading day prior to the date of its opinion, of $2.18 per CRH share and (ii) the consideration payable to CRH shareholders under the Arrangement Agreement of $4.00 per CRH share.

Discounted Cash Flow Analysis

Canaccord Genuity performed an indicative discounted cash flow analysis of the Company to derive an implied per share equity value range for CRH shares based on the Company as a stand-alone entity. For purposes of this analysis, Canaccord Genuity utilized the CRH Normalized Case forecasts for the calendar years 2021 through 2025 provided by the Company’s management and calculated projected unlevered free cash flows for each of such years by tax-effecting operating income to CRH shareholders, which excludes operating income related to non-controlling interests, adding depreciation and amortization, subtracting changes in non-cash net working capital and subtracting capital expenditures.

A range of implied enterprise values for the Company was determined by Canaccord Genuity using the sum of the present value of the Company’s projected unlevered free cash flows from January 1, 2021 to December 31, 2025 and the present value of an illustrative range of terminal values of the Company as of December 31, 2025. In calculating the illustrative range of terminal values of the Company, Canaccord Genuity applied a perpetual growth rate range of 1.0%—3.0% to the terminal year unlevered free cash flow estimated to be generated by the Company of approximately $51.7 million. Canaccord Genuity selected this perpetual growth rate range based on the application of Canaccord Genuity’s professional judgment and experience and taking into account, among other things, expectations regarding inflation and the long-term growth rate of the U.S. economy. The projected unlevered free cash flows from January 1, 2021 to December 31, 2025 and illustrative terminal values were discounted to present values as of January 31, 2021 at a discount rate range of 16.0% – 18.0%, which was selected, upon the application of Canaccord Genuity’s professional judgment and experience, to reflect the Company’s estimated range of weighted average cost of capital, based in part on the Company’s capital structure, cost of debt and tax rate, and the capital asset pricing model, which included assumptions relating to equity risk premium, size risk premium, risk free rate and a beta for the Company.

Canaccord Genuity then subtracted the Company’s net debt of $70.2 million at December 31, 2020, as provided by Company management, from such implied enterprise values to calculate a range of implied equity values for the Company, and then calculated a range for the implied per share equity value of CRH shares based on the number of fully diluted CRH shares outstanding of 75.5 million as of February 2, 2021 (calculated using the treasury stock method). This discounted cash flow analysis indicated an implied per share equity value range for CRH shares of $2.82 to $3.71, as compared to (i) the closing price of CRH shares on the NYSE American on February 3, 2021, the last trading day prior to the date of the opinion, of $2.18 per CRH share and (ii) the consideration payable to CRH shareholders under the Arrangement Agreement of $4.00 per CRH share.

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General

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Canaccord Genuity’s opinion. In arriving at its fairness determination, Canaccord Genuity considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Canaccord Genuity made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to the Arrangement.

Canaccord Genuity prepared these analyses for purposes of providing its opinion to the Special Committee and CRH Board as to the fairness, from a financial point of view and as of the date of the opinion, of the consideration to be paid to CRH shareholders pursuant to the Arrangement Agreement. These analyses do not purport to be appraisals, nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of the Company, the WELL parties, Canaccord Genuity or any other person assumes responsibility if future results are materially different from those forecast.

The consideration payable to CRH shareholders under the Arrangement Agreement was determined through negotiations between the Company and WELL and was approved by the CRH Board. Canaccord Genuity provided advice to the Special Committee and CRH Board during these negotiations. Canaccord Genuity, however, did not recommend any specific amount of consideration to the Company, the Special Committee or the CRH Board or recommend that any specific amount of consideration constituted the only appropriate consideration for the Arrangement.

Canaccord Genuity and its affiliates are engaged in investment banking and financial advisory services, commercial banking, securities trading, investment management, brokerage activities and other financial and non-financial activities and services for various persons and entities. In the ordinary course of these activities and services, Canaccord Genuity and its affiliates may acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of the Company, the WELL parties, certain of their respective affiliates and any other company that may be involved in the Arrangement, as well as provide investment banking and other financial services to such companies.

Canaccord Genuity and its affiliates in the past have provided and currently are providing investment banking and/or other financial services to the Company and its affiliates. During the 24 months preceding the date on which Canaccord Genuity was first contacted by the Company in respect of the Arrangement, such services included acting as exclusive financial advisor to CRH in connection with CRH’s exploration of potential business combination transactions pursuant to an engagement letter entered into on January 29, 2019 (as amended, the “2019 engagement letter”). Such engagement letter was subsequently amended effective April 17, 2020 to terminate Canaccord Genuity’s engagement as the Company’s exclusive financial advisor but continue Canaccord Genuity’s engagement with respect to rendering an opinion as to the fairness from a financial point of view to the Company or its shareholders, as appropriate, of the consideration to be received in a business combination (if any), with such engagement to continue until September 30, 2021. Because no transaction was completed prior to the termination of Canaccord Genuity’s engagement as the Company’s exclusive financial advisor under the 2019 engagement letter, Canaccord Genuity did not receive any fees in connection with such engagement, and Canaccord Genuity is not entitled to receive any fees under the 2019 engagement letter upon the consummation of any other transaction, including the Arrangement. In addition, Canaccord Genuity and its affiliates in the past have provided investment banking and/or other financial services to WELL and its affiliates.

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During the 24 months preceding the date on which Canaccord Genuity was first contacted by the Company in respect of the Arrangement, such services included co-manager roles in equity financings, for which Canaccord Genuity received compensation from WELL and its affiliates in an aggregate amount of approximately $300,000. Canaccord Genuity may also provide investment banking and financial advisory services to the Company, WELL or their respective affiliates in the future for which Canaccord Genuity may receive compensation.

The Special Committee selected Canaccord Genuity as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Arrangement. Pursuant to an engagement agreement, dated as of January 30, 2021, the Company engaged Canaccord Genuity to provide certain financial advisory services in connection with the Arrangement, including the delivery of a fairness opinion as described above. Pursuant to the terms of the engagement letter, the Company agreed to pay Canaccord Genuity a fee of $500,000, all of which was payable upon delivery of Canaccord Genuity’s opinion and none of which is contingent upon completion of the Arrangement. In addition, the Company has agreed to reimburse Canaccord Genuity for certain expenses and to indemnify Canaccord Genuity and related persons against various liabilities, including certain liabilities under applicable securities laws.

Canaccord Genuity’s opinion was one of the many factors considered by the Special Committee and the CRH Board in its evaluation of the Arrangement and should not be viewed as determinative of the views of the Special Committee or the CRH Board with respect to the Arrangement.

Interests of the Company’s Directors and Executive Officers in the Arrangement

In considering the recommendation of the CRH Board that you vote FOR the Arrangement Resolution, CRH securityholders should be aware that certain of CRH’s directors and executive officers have interests in the Arrangement that are different from, and/or in addition to, the interests of CRH securityholders generally. These interests are described in more detail below, and with respect to our named executive officers, are individually quantified in the table under “—Golden Parachute Compensation,” beginning on page 55. The Special Committee and CRH Board were aware of these interests and considered them, among other matters, in reaching their decisions to recommend approval of and to approve the Arrangement Agreement and to recommend that CRH securityholders vote in favour of approving the Arrangement Resolution.

Certain Assumptions

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions were used:

For purposes of this disclosure, CRH’s named executive officers are: Tushar Ramani, Chief Executive Officer; Richard Bear, Chief Financial Officer; and James Kreger, President, CRH Anesthesia. CRH does not have any executive officers who are not named executive officers.

As the amounts provided below are estimates based on multiple assumptions that may or may not actually occur or be accurate as of the date referenced, the actual amounts, if any, that may be paid or become payable may materially differ from the amounts set forth below.

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Treatment and Quantification of Director and Executive Officer Equity Awards

As further described under “The Arrangement Agreement—Treatment of CRH Equity Awards,” beginning on page 74, the Arrangement provides that upon consummation of the Arrangement, each CRH option and CRH RSU outstanding immediately prior to the effective time of the Arrangement will be treated as set forth below.

Treatment of Vested CRH Options

At the effective time of the Arrangement, each outstanding CRH option that has vested prior to the effective time of the Arrangement will, without further action, be deemed to be assigned and transferred by the holder thereof to CRH in exchange for a cash payment from CRH equal to the difference between $4.00 and the exercise price for such option (net of any applicable withholding tax).

Treatment of Unvested CRH Options

At the effective time of the Arrangement, each outstanding CRH option that has not vested prior to effective time of the Arrangement will be acquired by WELL in exchange for a replacement WELL option. Except as otherwise required to be adjusted by applicable law, each such WELL option issued in exchange for a CRH option will (i) entitle the holder to acquire a number of WELL shares equal to the number of CRH shares subject to the exchanged CRH option, multiplied by 0.652 (rounded down to the nearest whole share), and (ii) have an exercise price per WELL share equal to the exercise price per CRH share pursuant to the exchanged CRH option, divided by 0.652 (rounded up to the nearest whole cent). Any such WELL options issued in exchange for CRH options will be subject to WELL’s existing omnibus equity plan and will generally have the same terms, conditions, expiration date and vesting schedule as applied to the exchanged CRH option.

Treatment of CRH RSUs – 2014 Plan and Former Employees

At the effective time of the Arrangement, each outstanding CRH RSU granted under CRH’s 2014 share unit plan and each outstanding CRH RSU granted under CRH’s 2017 share unit plan that is held by an employee, contractor or director of CRH that does not remain employed by CRH when the Arrangement is completed will, without further action, be deemed to be assigned and transferred by the holder thereof to CRH in exchange for a cash payment from CRH equal to $4.00 (net of any applicable withholding tax).

Treatment of CRH RSUs – Continuing Employees

At the effective time of the Arrangement, each outstanding CRH RSU granted under CRH’s 2017 share unit plan that is held by an employee, contractor or director of CRH that remains employed when the Arrangement is completed will be acquired by WELL in exchange for a replacement WELL RSU. Except as otherwise required to be adjusted by applicable law, each such WELL RSU issued in exchange for a CRH RSU will entitle the holder to acquire a number of WELL shares equal to the number of CRH shares subject to the exchanged CRH RSU, multiplied by 0.652 (rounded down to the nearest whole share). Any such WELL RSUs issued in exchange for CRH RSUs will be subject to WELL’s existing omnibus equity plan and will generally have the same terms, conditions, expiration date and vesting schedule as applied to the exchanged CRH RSU.

Quantification of Unvested CRH Equity Awards

At the effective time of the Arrangement, each outstanding CRH RSU that is held by a non-employee member of the CRH Board will vest (if unvested) and will be exchanged for a cash payment from CRH equal to $4.00 (net of any applicable withholding tax) in the manner described under “—Treatment of CRH RSUs—2014 Plan and Former Employees” above. Based on the assumptions described under “—Certain Assumptions” on page 51, the estimated aggregate amounts that would become payable to CRH’s four non-employee directors in respect of their unvested CRH RSUs is $520,000. However, depending on when the effective time of the Arrangement occurs, certain of these CRH equity awards may vest in accordance with their terms prior to the effective time of the Arrangement.

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Each outstanding CRH RSU held by Messrs. Bear and Kreger that was granted under CRH’s 2014 share unit plan will vest and become payable at the effective time of the Arrangement. Mr. Ramani does not hold any CRH RSUs granted under CRH’s 2014 share unit plan. In the event that a CRH named executive officer is terminated by CRH without cause or the named executive officer terminates for good reason, in either case, within one year following the effective time of the Arrangement, each then outstanding CRH RSU held by such named executive officer that was granted under CRH’s 2017 share unit plan will vest and each then outstanding and unvested CRH option held by Mr. Ramani will vest and become exercisable. Mr. Ramani is the only named executive officer who holds unvested CRH options.

See “—Golden Parachute Compensation,” beginning on page 55 for an estimate of the amounts that would become payable to each CRH named executive officer in respect of his unvested CRH equity awards.

Employment Agreements

CRH has entered into employment agreements with each of its named executive officers. Such employment agreements entitle our named executive officers to certain payments in connection with the consummation of the Arrangement or in connection with certain terminations of employment on or following the consummation of the Arrangement, each as discussed below.

See “—Golden Parachute Compensation,” beginning on page 55 for an estimate of the amounts that would become payable to each CRH named executive officer under his employment agreement with CRH.

Tushar Ramani

CRH’s employment agreement with Dr. Ramani provides that he will receive a liquidity event bonus of $5,000,000, based on the $4.00 per CRH share consideration payable in the Arrangement (the “Liquidity Event Bonus”). The Liquidity Event Bonus will vest and become payable at the effective time of the Arrangement, based on Dr. Ramani’s continued employment through such time or, if earlier, upon his termination of employment by CRH without cause or by him for good reason, in either case, within 180 days prior to the effective time of the Arrangement.

CRH’s employment agreement with Dr. Ramani further provides for the following severance benefits upon a termination of employment by CRH without cause or by him for good reason: (i) a lump sum equal to the sum of (x) 12 months’ base salary plus (y) one additional month of base salary for each year of completed service with CRH up to a total of six months’ base salary; (ii) a prorated annual bonus based on the actual level of performance and payable at the same time as other bonuses to executives who did not terminate employment with CRH; and (iii) up to 18 months of COBRA coverage at the cost of CRH. The foregoing severance benefits are not conditioned upon the execution of a release of claims in favor of CRH. Mr. Ramani is subject to a restrictive covenant agreement with CRH that provides for post-termination noncompetition and nonsolicitation covenants with a one year duration.

Richard Bear

CRH’s employment agreement with Mr. Bear provides for the following severance benefits upon a termination of employment by CRH without cause within 13 months following the effective time of the Arrangement, by him for good reason within 13 months following the effective time of the Arrangement, or by him for any reason within 30 days following the 12 month anniversary of the effective time of the Arrangement: (i) a lump sum equal to 24 months’ base salary; (ii) a lump sum equal to two times the average annual bonus paid to Mr. Bear in the previous two years; and (iii) up to 18 months of COBRA coverage at the cost of CRH.

CRH’s employment agreement with Mr. Bear further provides that CRH will indemnify him in respect of any excise tax imposed under Section 4999 of the Code or any comparable federal, state or local excise taxes.

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The foregoing severance benefits are not conditioned upon the execution of a release of claims in favor of CRH. Mr. Bear is subject to a restrictive covenant agreement with CRH that provides for post-termination noncompetition and nonsolicitation covenants with a one year duration.

James Kreger

CRH’s employment agreement with Mr. Kreger provides for the following severance benefits upon a termination of employment by CRH without cause, by him for good reason, or in connection with the completion of the Arrangement: (i) 12 months’ salary continuation, (ii) a prorated annual bonus based on the actual level of performance and payable at the same time as other bonuses to executives who did not terminate employment with CRH and (iii) up to 12 months of COBRA coverage at the cost of CRH. The foregoing severance benefits are not conditioned upon the execution of a release of claims in favor of CRH. Mr. Kreger is subject to a restrictive covenant agreement with CRH that provides for post-termination noncompetition and nonsolicitation covenants with a one year duration.

Compensatory Arrangements After Closing

Prior to the execution of the Arrangement Agreement, WELL was prohibited under the terms of its confidentiality agreement with CRH from engaging in any discussion or entering into any agreement or arrangement with CRH employees (including executive officers) regarding compensation arrangements of any kind without the prior written consent of the CRH Board. During this period, WELL did not seek permission from the CRH Board to have such discussions or enter into such agreements or arrangements nor were such discussions, agreements or arrangements permitted by the CRH Board.

While WELL expects Dr. Ramani and the CRH leadership team to operate CRH following the completion of the Arrangement, as of the date of this proxy statement, none of CRH’s executive officers has entered into any agreement with WELL or any of its affiliates regarding employment with, or the right to purchase or participate in the equity of, WELL or one or more of its affiliates. Prior to or following the completion of the Arrangement, however, some or all of CRH’s executive officers may discuss or enter into agreements with WELL regarding employment with, or the right to purchase or participate in the equity of, WELL or one or more of its affiliates.

Non-Employee Director Success Bonus

The CRH Board granted one of its non-employee directors, Todd Patrick, a special stipend of $350,000, the payment of which is contingent upon CRH shareholders approving the Arrangement. The special stipend recognizes the significant time and effort that Mr. Patrick expended to enable CRH to enter into the Arrangement Agreement. If CRH shareholders approve the Arrangement, the special stipend will be paid to Mr. Patrick immediately prior to the effective time of the Arrangement.

Compensation of the Special Committee

The Special Committee consists of three independent members of the CRH Board: Mr. Ian Webb, Mr. Brian Griffin and Dr. David Johnson. In connection with the formation of the Special Committee on January 29, 2021, and in consideration of the expected time and other commitments that would be required of Special Committee members, the CRH Board approved the payment of the following compensation for each member of the Special Committee: (i) a one-time retainer of $30,000 and (ii) a meeting fee of $1500 (for each Special Committee meeting attended by such member in person) or $750 (for each Special Committee meeting attended by such member by phone). These fees are not dependent on the completion of the Arrangement or any other transaction, or on the Special Committee’s or the CRH Board’s approval of, or recommendations with respect to, the Arrangement or any other transaction.

Indemnification and Insurance

Pursuant to the terms of the Arrangement Agreement, CRH directors and executive officers will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies

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following the Arrangement. Such indemnification and insurance coverage is further described in “The Arrangement Agreement—Indemnification and Insurance,” on page 89.

Golden Parachute Compensation

In accordance with Item 402(t) of Regulation S-K under the U.S. Securities Act of 1933, as amended, the table below sets forth the compensation that is based on, or otherwise relates to, the Arrangement that will or may become payable to each named executive officer of CRH in connection with the Arrangement. For additional details regarding the terms of the payments and benefits described below, see the discussion under “The Arrangement Agreement—Interests of the Company’s Directors and Executive Officers in the Arrangement,” beginning on page 51, which is incorporated herein.

The amounts shown in the table below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described below and in the footnotes to the table, and do not reflect certain compensation actions that may occur prior to completion of Arrangement. For purposes of quantifying the potential payments and benefits described in this section, the following assumptions were used:

Although Edward Wright, CRH’s former Chief Executive Officer, is considered a named executive officer for purposes of this disclosure, Mr. Wright does not hold any unvested CRH equity awards and he does not otherwise have any interests in the transactions contemplated by the Arrangement Agreement except insofar as he may hold CRH shares.

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Certain Effects of the Arrangement

If the Arrangement is completed, all of the equity interests in CRH will be transferred to WELL or one of its subsidiaries, and in exchange, CRH securityholders will be entitled to the consideration set forth in “The Arrangement Agreement—Share Consideration,” on page 73, and “The Arrangement Agreement—Treatment of CRH Equity Awards,” beginning on page 74, as applicable. Following the completion of the Arrangement, WELL (and its subsidiaries) will be the sole beneficiary of our future earnings and growth, if any, and the sole person entitled to vote on corporate matters affecting CRH. Similarly, WELL will also bear the risks of ongoing operations, including the risks of any decrease in our value, after the Arrangement.

The CRH shares are currently registered under the Exchange Act and listed and traded on the NYSE American under the symbol “CRHM.” CRH is also a reporting issuer in the Canadian provinces of British Columbia, Alberta, Saskatchewan, Manitoba and Ontario and the CRH shares are listed on the TSX under the symbol “CRH.” As a result of the Arrangement, the CRH shares will cease to be listed and traded on the NYSE American and the TSX, and sales of CRH shares in the public market will no longer be available. In addition, registration of the CRH shares under the Exchange Act will be terminated, CRH will cease to file reports with the SEC, and CRH will no longer be a reporting issuer in any Canadian province.

Effects on the Company if the Arrangement is Not Completed

If the Arrangement Resolution is not approved by CRH securityholders or if the Arrangement is not completed for any other reason, CRH securityholders will not receive any payment for their CRH securities in connection with the Arrangement. Instead, CRH will remain an independent public company, the CRH shares will continue to be listed and traded on the NYSE American and the TSX and continue to be registered under the Exchange Act, CRH will continue to file reports with the SEC, and CRH will continue to be a reporting issuer in the Canadian provinces of British Columbia, Alberta, Saskatchewan, Manitoba and Ontario.

In addition, if the Arrangement is not completed, we expect that management will operate the business in a manner similar to that in which it is being operated today and that CRH securityholders will continue to be subject to the same risks and opportunities as they currently are, including, among other things, general industry, economic, regulatory and market conditions. Furthermore, if the Arrangement is not completed, and depending on the circumstances that caused the Arrangement not to be completed, the price of CRH shares may decline significantly. If that were to occur, it is uncertain when, if ever, the price of CRH shares would return to the price at which they trade as of the date of this proxy statement. Accordingly, if the Arrangement is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your CRH securities.

From time to time, the CRH Board will evaluate and review, among other things, the business operations, properties, dividend policy and capitalization of CRH, make such changes as are deemed appropriate and continue to seek to identify strategic alternatives to enhance CRH shareholder value. If the Arrangement Resolution is not approved by CRH securityholders or if the Arrangement is not consummated for any other reason, there can be no assurance that any other transaction acceptable to CRH will be offered, or that the business, prospects or results of operations of CRH will not be adversely impacted.

Upon termination of the Arrangement Agreement under specified circumstances, CRH will be required to pay WELL a termination fee of $10 million. Similarly, WELL will be required to pay CRH a termination fee of $10 million if the Arrangement Agreement is terminated under different specified circumstances. For more information on such termination fees, see “The Arrangement Agreement—Termination Fees,” beginning on page 93.

Court Approval of the Arrangement

The Arrangement requires Court approval. On March 10, 2021, CRH obtained the Interim Order, which provides for the calling and holding of the CRH meeting, dissent rights for registered CRH shareholders and

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other procedural matters. Copies of the Interim Order and the Notice of Hearing of Petition are attached hereto as Annex G and Annex H, respectively.

Subject to the approval of the Arrangement Resolution by CRH securityholders at the CRH meeting, the hearing in respect of the final order of the Court approving the Arrangement (which is referred to herein as the “Final Order”) is currently anticipated to take place on April 20, 2021 in the Court at 800 Smithe Street, Vancouver, British Columbia. Any CRH securityholder who wishes to appear, or to be represented, and to present evidence or arguments may do so, subject to filing with the Court and serving upon the Corporation a response in the form prescribed by the Supreme Court Civil Rules (British Columbia), together with any evidence or materials that such party intends to present to the Court on or before 4:00 p.m. (Vancouver time) on April 16, 2021. Service of such notice shall be effected by service upon the solicitors for the Corporation: Blake, Cassels & Graydon LLP, Suite 2600 – 595 Burrard Street, Vancouver, British Columbia, V7X 1L3, Attention: Alexandra Luchenko. In the event that the hearing is postponed, adjourned or rescheduled, then, subject to further order of the Court, only those persons having previously served a Notice of Appearance in compliance with the Interim Order will be given notice of the postponement, adjournment or rescheduled date.

The Court has broad discretion under the BCBCA when making orders with respect to arrangements. The Court will consider, among other things, the fairness of the Arrangement. The Court may approve the Arrangement in any manner the Court may direct, subject to compliance with any terms and conditions, if any, as the Court deems fit. In the event that the hearing is postponed, adjourned or rescheduled, then, subject to further order of the Court, only those persons having previously served a Response to Petition in compliance with the Interim Order will be given notice of the postponement, adjournment or rescheduled date.

The WELL options and WELL RSUs issuable in exchange for certain CRH options and CRH RSUs pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the “Securities Act”), in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof. The Court has been advised that the Final Order, if granted, will constitute the basis for an exemption from the registration requirements of the Securities Act, pursuant to Section 3(a)(10) thereof, with respect to the issuance of such WELL options and WELL RSUs to CRH optionholders and CRH RSU holders, as applicable, pursuant to the Arrangement.

It is a condition to completion of the Arrangement that the Final Order be in form and substance acceptable to the both CRH and the Purchaser, each acting reasonably, and not set aside or modified in a manner unacceptable to CRH and the Purchaser, acting reasonably, on appeal or otherwise. Assuming the Final Order is granted in accordance with the Arrangement Agreement and the other conditions to closing contained in the Arrangement Agreement are satisfied or waived (to the extent permitted under the Arrangement Agreement), then the Final Order and related documents, in the form prescribed by the BCBCA, will be filed with the British Columbia Registrar of Companies. Notwithstanding the approval by CRH securityholders of the Arrangement Resolution, CRH reserves the right not to proceed with the Arrangement in accordance with the terms of the Arrangement Agreement.

U.S. Securities Law Matters

The WELL options and WELL RSUs issuable in exchange for certain CRH options and CRH RSUs pursuant to the Arrangement have not been and will not be registered under the Securities Act or any state securities laws, and will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof and exemptions under applicable state securities laws. Section 3(a)(10) of the Securities Act exempts the issuance of any security issued in exchange for one or more bona fide outstanding securities from the general requirement of registration where the terms and conditions of such issuance and exchange have been approved by a court of competent jurisdiction that is expressly authorized by law to grant such approval, after a hearing upon the fairness of the terms and conditions of such issuance and exchange at which all persons to whom it is proposed to issue the securities have the right to appear and receive

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timely notice thereof. The Court is authorized to conduct a hearing at which the fairness of the terms and conditions of the Arrangement will be considered. The Court granted the Interim Order on March 10, 2021 and, subject to the approval of the Arrangement by CRH securityholders and satisfaction of certain other conditions, a hearing on the Arrangement is anticipated to take place on April 20, 2021. For more information, see “—Court Approval of the Arrangement,” beginning on page 57.

Section 3(a)(10) of the Securities Act does not exempt the issuance of securities upon the exercise of securities that were previously issued pursuant to the Section 3(a)(10) of the Securities Act. As a result, the WELL shares issuable upon exercise of the WELL options issued in exchange for certain CRH options pursuant to the Arrangement may not be issued in reliance upon Section 3(a)(10) of the Securities Act and may only be exercised pursuant to an available exemption from the registration requirements of the Securities Act and applicable state securities laws or pursuant to a registration statement under the Securities Act.

The enforcement by CRH securityholders and WELL securityholders of civil liabilities under United States federal and state securities laws may be affected adversely by the fact that CRH and WELL are organized under the laws of British Columbia, Canada, being a jurisdiction outside the United States, that some of the officers and directors of each of CRH and WELL are residents of countries other than the United States and that some of the assets of each of CRH and WELL are located outside the United States. As a result, it may be difficult for CRH securityholders and WELL securityholders in the United States to effect service of process within the United States upon CRH or WELL or their respective directors or officers or to realize, against them, upon judgments of courts of the United States predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States. In addition, CRH securityholders and WELL securityholders in the United States should not assume that the courts of Canada (i) would enforce judgments of United States courts obtained in actions against such persons predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States, or (ii) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States.

The foregoing discussion is only a general overview of certain provisions of United States securities law matters applicable to the issuance of WELL options and WELL RSUs upon completion of the Arrangement. All holders of such securities are urged to consult with counsel to ensure that any subsequent transfer of such securities or securities underlying such securities complies with applicable securities legislation.

Canadian Securities Law Matters

CRH is a reporting issuer in the Canadian provinces of British Columbia, Alberta, Saskatchewan, Manitoba and Ontario, and accordingly is subject to the applicable securities laws of such provinces that have adopted Multilateral Instrument 61-101—Protection of Minority Security Holders in Special Transactions (“MI-61-101”). MI 61-101 governs transactions that raise the potential for conflicts of interest and is intended to ensure equality of treatment among securityholders.

The protections of MI 61-101 generally apply to issuer bids, insider bids, related party transactions and business combinations. MI 61-101 provides that, in certain circumstances, including where a “related party” of an issuer is entitled to receive a “collateral benefit” in connection with an arrangement or any other transaction where the interest of a holder of an equity security of the issuer may be terminated without the holder’s consent (such as the Arrangement), such transaction may be considered a “business combination” for the purposes of MI 61-101 and subject to minority approval requirements.

As further described below, because one of CRH’s officers will receive a collateral benefit in connection with the Arrangement within the meaning of MI 61-101, the Arrangement is a “business combination” that is subject the minority approval requirements described under “—Minority Approval” below.

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Collateral Benefit Analysis

Under MI 61-101 a “related party” of CRH includes, among others, (i) directors and senior officers of CRH, (ii) persons who beneficially own or control voting securities of CRH carrying more than 10% of the voting rights attached to all our outstanding voting securities, and (iii) holders of a sufficient number of any securities of CRH to materially affect control of CRH. A “collateral benefit,” as defined in MI 61-101, includes any benefit that a related party of CRH is entitled to receive, directly or indirectly, as a consequence of the Arrangement, including, without limitation, an increase in salary, a lump sum payment, a payment for surrendering securities or other enhancements in benefits related to past or future services as an employee, director or consultant of CRH. However, such a benefit will not constitute a “collateral benefit” if certain conditions are satisfied, as further described below.

Under MI 61-101, a benefit received by a related party of CRH is not considered to be a “collateral benefit” if the benefit is received solely in connection with the related party’s services as an employee, director or consultant of CRH or an affiliated entity and (i) the benefit is not conferred for the purpose, in whole or in part, of increasing the value of the consideration paid to the related party for securities relinquished under the Arrangement, (ii) the conferring of the benefit is not, by its terms, conditional on the related party supporting the Arrangement in any manner, (iii) full particulars of the benefit are disclosed in disclosure document for the transaction, and (iv) (A) at the time the Arrangement was agreed to, the related party and its associated entities beneficially owned or exercised control or direction over less than 1% of the issued and outstanding securities of each class of equity securities of CRH (the “1% Exception”) or (B) an independent committee of CRH determines that the value of the benefit to be received by the related party is less than 5% of the amount of consideration it expects to be entitled to receive under the terms of the Arrangement in exchange for equity securities owned by the party (the “5% Exception”).

Pursuant to the terms of CRH’s 2014 share unit plan, CRH’s Chief Financial Officer Richard Bear is entitled to accelerated vesting of his CRH RSUs in connection with the consummation of the Arrangement. For the purposes of MI 61-101, Richard Bear is a related party. Given that Richard Bear does not meet the 1% Exception or the 5% Exception, Richard Bear will receive a collateral benefit in connection with the Arrangement within the meaning of MI 61-101 as a result of the accelerated vesting of his CRH RSUs. Accordingly, the Arrangement is a “business combination” and minority approval is required under MI 61-101, and the 368,000 votes attaching to the CRH shares held by Richard Bear will be excluded from the minority approval vote, as required under MI 61-101.

Pursuant to the terms of his employment agreement, CRH’s Chief Executive Office Tushar Ramani is entitled to a bonus payment of $5,000,000 in connection with the consummation of the Arrangement. For the purposes of MI 61-101, Tushar Ramani is a related party. However, Tushar Ramani meets the 1% Exception. Accordingly, the bonus payment to which Tushar Ramani is entitled does not constitute a collateral benefit under MI 61-101, and he will be entitled to participate in the minority approval vote.

Pursuant to the terms of CRH’s 2014 share unit plan, CRH’s President James Kreger is entitled to accelerated vesting of his CRH RSUs granted under the CRH’s 2014 share unit plan in connection with the consummation of the Arrangement. However, James Kreger meets the 1% Exception. Accordingly, the accelerated vesting to which James Kreger is entitled does not constitute a collateral benefit under MI 61-101, and he will be entitled to participate in the minority approval vote.

Todd Patrick, a director of CRH, is entitled to a success fee of US$350,000 for his role representing the CRH Board in investigation of potential acquirers of CRH. For the purposes of MI 61-101, Todd Patrick is a related party. However, Todd Patrick meets the 1% Exception. Accordingly, the success fee to which Todd Patrick is entitled does not constitute a collateral benefit under MI 61-101, and he will be entitled to participate in the minority approval vote.

Pursuant to the terms of his share unit grant, Brian Griffin, a director of CRH, is entitled to accelerated vesting of 25,000 CRH RSUs granted under CRH’s 2017 share unit plan. For the purposes of MI 61-101, Brian

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Griffin is a related party. However, Brian Griffin meets the 1% Exception. Accordingly, the accelerated vesting to which Brian Griffin is entitled does not constitute a collateral benefit under MI 61-101, and he will be entitled to participate in the minority approval vote.

In addition, employment agreements with certain officers provide that in the event that an officer’s employment is terminated within a specified period of time in connection with a change of control, the officer is entitled to receive certain enhanced severance benefits. The severance benefits payable to executive officers pursuant to the employment agreements upon a qualifying termination of employment may be considered to be “collateral benefits” received by the applicable officers of CRH for the purposes of MI 61-101. No qualifying termination is currently contemplated pursuant to the Arrangement. In addition, except as disclosed above in respect of Richard Bear, the CRH Board has determined that the applicable officers of CRH, and their associated entities, would each meet the 1% Exception. Accordingly, such officers will not be considered to have a “collateral benefit” under MI 61-101 as a result of severance benefits payable pursuant to the employment agreements upon a qualifying termination of employment.

See “—Interests of the Company’s Directors and Executive Officers in the Arrangement,” beginning on page 51, and “—Golden Parachute Compensation,” beginning on page 55, for more detailed information regarding the benefits and other payments to be received by each of CRH’s executive officers and directors in connection with the Arrangement.

Minority Approval

MI 61-101 requires that, in addition to any other required security holder approval, a business combination is subject to “minority approval” of every class of equity securities of the issuer in which the interest of a securityholder would be terminated as a consequence of the transaction, in each case voting separately as a class.

In relation to the Arrangement, the “minority approval” required is approval of the Arrangement Resolution by the affirmative vote of a majority of the votes attached to the CRH shares held by CRH shareholders present in person or represented by proxy at the CRH meeting, excluding for this purpose votes attached to CRH shares held by (i) CRH, (ii) “interested parties” (which includes any related party of CRH as the time the Arrangement was agreed to that is entitled to receive a collateral benefit as a consequence of the Arrangement), (iii) any related party of an interested party and (iv) any person that is acting jointly or in concert with a person referred to in clause (ii) or (iii) in respect of the Arrangement.

To the knowledge of the directors and senior officers of CRH after reasonable inquiry, as at the date of this proxy statement, the CRH shareholders whose votes are required to be excluded for purposes of “minority approval” in accordance with MI 61-101, as described above, beneficially owned, or exercised control or direction over, an aggregate of 368,000 CRH shares.

Regulatory Approvals

HSR Act

Under the HSR Act and the rules promulgated thereunder, the Arrangement may not be completed until notification and report forms have been filed with the FTC and the DOJ and the applicable waiting period under the HSR Act has expired or been terminated. CRH and WELL each filed its notification and report form with respect to the Arrangement with the FTC and the DOJ on February 22, 2021.

At any time before or after the Arrangement is completed, and notwithstanding the termination of the waiting period under the HSR Act, the DOJ or the FTC could take action under U.S. federal antitrust laws in opposition to the Arrangement, including seeking to enjoin completion of the Arrangement, seeking the divestiture of assets of CRH, WELL or their respective subsidiaries or imposing restrictions on the combined

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company’s post-merger operations. In addition, U.S. state attorneys general could take such action under state antitrust laws as they deem necessary or desirable in the public interest, including, without limitation, seeking to enjoin completion of the Arrangement or permitting completion subject to regulatory concessions or conditions. Private parties also may seek to take legal action under the U.S. federal or state antitrust laws under some circumstances.

Other Regulatory Matters

Though not a condition to the consummation of the Arrangement, United States and Canadian federal, state and provincial laws and regulations may require that CRH, WELL or their respective subsidiaries obtain approvals or certificates of need from, file new license and/or permit applications with, and/or provide notices to, applicable governmental authorities in connection with the Arrangement.

Financing of the Arrangement

CRH anticipates that the total funds needed to complete the Arrangement (including the funds to pay CRH shareholders and to pay certain CRH optionholders and CRH RSU holders the amounts due to them under the Arrangement Agreement, as well as to repay (if necessary) certain existing indebtedness of CRH), which is expected to be approximately $376 million, will be funded through a combination of some or all of the following:

The completion of the Arrangement is not conditioned upon WELL’s or the Purchaser’s receipt of financing.

The Purchaser is required under the Arrangement Agreement to use its commercially reasonable efforts to do, or cause to be done, all things reasonably necessary, proper or advisable to obtain the financing set forth in the debt and equity financing agreements described below. If for any reason all or any portion of such financing becomes unavailable on the terms and conditions of such financing agreements or from the financing sources contemplated thereby, the Purchaser is required to notify CRH thereof and use its reasonable commercial efforts to arrange and obtain alternative equity financing from alternative sources as promptly as practicable following the occurrence of such event and in an amount sufficient to consummate the Arrangement, and notify CRH of any such replacement financing For additional information on the covenants of the Purchaser under the Arrangement Agreement with respect to the financing of the Arrangement, see “The Arrangement Agreement—Financing Covenants,” beginning on page 81.

Equity Financing

In connection with the Arrangement, on February 17, 2021, WELL issued subscription receipts of Finco for, in the aggregate, C$302.5 million, pursuant to a private placement. Such issuance was completed pursuant to certain subscription agreements entered into by a group of institutional and individual investors, including Mr. Li Ka-shing, and the proceeds thereof were deposited in escrow for use in connection with completion of the Arrangement.

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Pursuant to the terms of the subscription agreements, the proceeds of such issuance (together with all interest and other income thereon) will be released from escrow to Finco upon satisfaction of the following conditions on or prior to June 30, 2021:

Upon satisfaction of the above conditions on or before June 30, 2021, each subscription receipt will automatically be converted without payment of any additional consideration or any further action by the holder thereby for one common share of Finco. Immediately thereafter, Finco and the Purchaser will amalgamate and continue as one corporation under the BCBCA, and each common share of Finco (other than shares held by WELL) will be exchanged for one WELL share. The entity formed upon such amalgamation will be a wholly owned subsidiary of WELL.

In the event that the above conditions are not satisfied or waived (to the extent permitted) on or before June 30, 2021, the subscription receipt holders will, on June 30, 2021, be entitled to receive the aggregate subscription price for their subscription receipts, plus their pro rata portion of the interest earned thereon pursuant to the terms of the subscription agreements, and the subscription receipts will be cancelled without any further action on the part of the subscription receipt holders. To the extent that the escrowed funds are not sufficient to fund such payments, Finco and WELL will be responsible for any shortfall.

Debt Financing

In connection with the entry into the arrangement agreement, the Purchaser has entered into a commitment letter with Canadian Imperial Bank of Commerce (“CIBC”) and HSBC Bank Canada (“HSBC”). Pursuant to the commitment letter, CIBC and HSBC (collectively, the “Banks”) and the Purchaser are expected to enter into definitive documentation to provide the Purchaser with a $150 million, two-year revolving credit facility, inclusive of a letter of credit sublimit in the amount of $5 million (the “Credit Facility”).

The proceeds of the Credit Facility are expected to be used (i) to partially finance the Arrangement, including the repayment (if necessary) of existing indebtedness of CRH and the transaction expenses related to the Arrangement, (ii) to finance permitted acquisitions and (iii) for working capital and general corporate purposes, in the form of revolving loans, letters of credit and overdraft loans on or after the closing date of the Credit Facility until the maturity of the Credit Facility, which is the second anniversary of the closing date. Amounts borrowed under the Credit Facility that are repaid or prepaid may be re-borrowed.

The obligations of the Banks to provide the Credit Facility are subject to a number of conditions, including:

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As of the date of this proxy statement, the commitment letter remains in effect, and WELL has not notified us of any plans to utilize financing in lieu of the financing described above. The documentation governing the debt financing contemplated by the commitment letter has not been finalized and, accordingly, the actual terms of the debt financing may differ from those described in this proxy statement.

Voting Agreements

In connection with CRH’s execution of the Arrangement Agreement, each director and officer of CRH, including Messrs. Patrick, Webb, Johnson, Ramani, Griffin, Bear and Kreger, entered into a voting and support agreement with the Purchaser (each, a “voting agreement”). Pursuant to the voting agreements, and subject to the terms conditions thereof, such directors and officers have agreed, among other things:

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The voting agreements are binding on CRH’s directors and officers only in their capacities as CRH securityholders and not in their capacities as directors and officers of the Company, and nothing in the voting agreements limits or restricts the parties from properly fulfilling their fiduciary duties as directors and officers of the Company.

The voting agreements will terminate upon the earliest of: (i) the occurrence of a change in recommendation by the CRH Board (including if the CRH Board fails to recommend that CRH securityholders vote in favour of the Arrangement Resolution, or withdraws, amends, modifies or qualifies such recommendation in a manner adverse to the Purchaser, or fails to publicly reaffirm such recommendation within five business days (and in any case prior to the CRH meeting) after a request by the Purchaser to do so), (ii) termination of the Arrangement Agreement in accordance with its terms, and (iii) the effective time of the Arrangement. A voting agreement may be terminated by the applicable director or officer if any of the representations and warranties of the Purchaser contained therein is untrue or inaccurate in any material respect or any applicable laws are passed that makes fulfilment of the voting agreement illegal or otherwise prohibited.

As of March 17, 2021, the record date of the CRH meeting, such directors and officers held in the aggregate, approximately 1,524,101 CRH shares, representing approximately 2.1% of the issued and outstanding CRH shares entitled to vote, and approximately 4,801,288 CRH securities, representing approximately 6.3% of the issued and outstanding CRH securities entitled to vote.

A copy of the form of voting agreement executed by all such directors and executive officers is attached as Annex D to this proxy statement. The foregoing description of the voting agreements does not purport to describe all of the terms of the voting agreements and is qualified in its entirety by reference to the complete text of the form of voting agreement attached as Annex D to this proxy statement, which is incorporated into this proxy statement by reference. We encourage you to read the form of voting agreement carefully and in its entirety because this summary may not contain all the information about the voting agreements that is important to you.

Material U.S. Federal Income Tax Consequences

The following is a general discussion of the material U.S. federal income tax consequences of the Arrangement to U.S. Holders (as defined below) of CRH shares whose CRH shares are converted into the right to receive cash in the Arrangement. This discussion does not purport to consider all aspects of U.S. federal income taxation that might be relevant to our shareholders or to any particular holder of CRH shares in light of such holder’s particular facts and circumstances. For purposes of this discussion, we use the term “U.S. Holder” to mean a beneficial owner of CRH shares that holds such CRH shares as a capital asset (generally, property held for investment) and that is, for U.S. federal income tax purposes: