Centric Health Amends Consulting Agreement with GHIS

TORONTO, March 28, 2013 /CNW/ - Centric Health Corporation ("Centric Health" 
or "the Company") (TSX: CHH), Canada's leading diversified healthcare company, 
today announced that it has amended certain terms of its Consulting Agreement 
with Global Healthcare Investments & Solutions Inc ("GHIS"), originally dated 
June 2011, and the compensation for the Company's Chairman, Dr. Jack Shevel, 
who is also President of GHIS. Following a process, the amendments were 
unanimously agreed to by the Centric Health Board of Directors, excluding 
Board nominees of GHIS who recused themselves from voting. The amendment is 
subject to approval of The Toronto Stock Exchange (TSX) and disinterested 
shareholder approval. 
"Following a review of Centric's stage of development, the recent key 
executive appointments and related party considerations, the Board has 
successfully negotiated amendments to the Consulting Agreement with GHIS," 
said David Cutler, President and Chief Executive Officer, Centric Health 
Corporation. 
The key amendments to the Consulting Agreement and Chairman's compensation 
include: 


    --  Cancelation of the completion fee of up to 0.5% of the
        enterprise value of mergers, acquisitions, similar corporation
        transactions, and capital or finance raised;
    --  Waiver of the monthly advisory fee of $100,000 per month for
        the 15 months from October 2012 to December 2013;
    --  Reduction of the monthly advisory fee from $100,000 to $75,000
        per month from January 2014 to June 30, 2015, being the
        termination date of the agreement (unless extended by mutual
        agreement of both parties);
    --  Waiver of existing Chairman's compensation of $200,000 per
        annum with effect from October 2012.

"In addition to the cash flow and earnings benefits of $2.5 million over the 
term of the Consulting Agreement, not including any prospective completion 
fees, this transaction importantly addresses certain related party 
sensitivities and enhances the investment profile going forward," said Daniel 
Gagnon, Chief Financial Officer, Centric Health Corporation.

In consideration for these amendments, the Company will issue Centric Health 
common shares ("Consideration Shares") from treasury equivalent to $2,150,000 
at a price per share equal to the 5 day volume weighted average price ("VWAP") 
of shares immediately following the announcement of the Company's 2012 annual 
results, subject to a maximum of 5 million Consideration Shares issued. The 
Consideration Shares will be subject to a one year hold period from their date 
of issuance, unless the Board otherwise approves an earlier release. GHIS and 
entities controlled by common shareholders of GHIS currently own 36,098,976 
shares or approximately 25% of the issued and outstanding common shares of the 
Company as of December 31, 2012. The maximum number of Consideration Shares 
issued would increase the aggregate ownership to approximately 27.5%.

"GHIS' depth and breadth of experience has given Centric Health a leading 
position with an unrivaled national platform of assets and operations with an 
overarching focus on quality care and outcomes. We look forward to their 
continued involvement, applied international expertise and support to the 
management team as a key differentiator going forward," said David Cutler, 
President and Chief Executive Officer, Centric Health Corporation.

About Centric Health

Centric Health's vision is to be Canada's premier healthcare company, 
providing innovative solutions centered on patients and healthcare 
professionals. As a diversified healthcare company with investments in several 
niche service areas, Centric Health currently has operations in medical 
assessments, disability and rehabilitation management, physiotherapy and 
surgical centres, homecare, specialty pharmacy and wellness and prevention. 
With knowledge and experience of healthcare delivery in international markets 
and extensive and trusted relationships with payers, physicians, and 
government agencies, Centric Health is pursuing expansion opportunities into 
other healthcare sectors to create value for all stakeholders with an 
unwavering commitment to the highest quality of care. Centric Health is listed 
on the TSX under the symbol CHH. For further information, please visit 
www.centrichealth.ca and www.lifemark.ca.

This press release contains statements that may constitute "forward-looking 
statements" within the meaning of applicable Canadian securities 
legislation. These forward-looking statements include, among others, 
statements regarding business strategy, plans and other expectations, beliefs, 
goals, objectives, information and statements about possible future events. 
Readers are cautioned not to place undue reliance on such forward-looking 
statements. Forward-looking statements are based on current expectations, 
estimates and assumptions that involve a number of risks, which could cause 
actual results to vary and in some instances to differ materially from those 
anticipated by Centric Health and described in the forward-looking statements 
contained in this press release. No assurance can be given that any of the 
events anticipated by the forward-looking statements will transpire or occur 
or, if any of them do so, what benefits Centric Health will derive there-from.

David Cutler President and Chief Executive Officer Centric Health Corporation 
416-927-8400 david.cutler@centrichealth.ca

Lawrence Chamberlain Investor Relations TMX Equicom 416-815-0700 ext. 257 
lchamberlain@equicomgroup.com

SOURCE: Centric Health Corporation

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CO: Centric Health Corporation
ST: Ontario
NI: HEA 

-0- Mar/28/2013 18:30 GMT


 
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