Dr. Alex Dobranowski reports

HEALWELL AI CLOSES UPSIZED $11.5 MILLION BOUGHT DEAL OFFERING, INCLUDING FULL EXERCISE OF OVER-ALLOTMENT OPTION

Healwell AI Inc. has closed its previously announced bought deal public offering, including the exercise in full of the underwriters' (as defined herein) overallotment option, and issued 14,375,000 units of the company at a price of 80 cents per unit, for aggregate gross proceeds of $11.5-million.

Dr. Alex Dobranowski, CEO of Healwell commented on the financing, "We are grateful for the continued support of our dedicated shareholders and welcome new investors to Healwell. This milestone marks not just a financial achievement but a significant step towards realizing our mission to improve healthcare and save lives through the early identification and detection of disease. With cutting-edge AI and data science technology, we are committed to pioneering solutions that play a pivotal role in patient outcomes. The successful completion of this financing strengthens our balance sheet and allows us to accelerate our growth initiatives, including our product development and commercialization efforts."

Each Unit is comprised of one Class A subordinate voting share of the Company (a "Share") and one-half of one Share purchase warrant (each whole warrant, a "Warrant") of the Company. Each Warrant entitles the holder thereof to purchase one additional Share at an exercise price of $1.20 for a period of three (3) years following the closing of the Offering.

The Company intends to use the net proceeds of the Offering for the purposes set out in the Company's short form prospectus dated December 18, 2023 (the "Prospectus"), including for, among other things, growth initiatives, and general corporate and working capital purposes. A copy of the Prospectus for the Offering is available under the Company's profile on SEDAR+ at ( www.sedarplus.ca ).

The Offering was conducted on a "bought deal" basis by Eight Capital, as lead underwriter and sole bookrunner, together with Clarus Securities Inc., Beacon Securities Limited, Canaccord Genuity Corp., PI Financial Corp. and Stifel Nicolaus Canada Inc., as underwriters (collectively with Eight Capital, the "Underwriters").

Certain insiders of the Company (the "Participating Insiders") participated in the Offering for an aggregate amount of 730,250 Units. Such participation is considered a related party transaction within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). In completing the Offering, the Company relied on the applicable exemptions from the formal valuation and minority security holder approval requirements available under Sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, on the basis that neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Offering, insofar as it involves the Participating Insiders, exceeds 25% of the Company's market capitalization calculated in accordance with MI 61-101. The Company did not file a material change report 21 days prior to the closing of the Offering as the details relating to the participation of the Participating Insiders were not settled until shortly prior to the closing of the Offering. Further information regarding the Offering will be provided in a material change report to be filed by the Company.

About Healwell AI Inc.

Healwell AI is a healthcare technology company focused on AI and data science for preventative care. Our mission is to improve healthcare and save lives through early identification and detection of disease. As a physician led organization with a proven management team of experienced executives, Healwell AI is executing a strategy centered around developing and acquiring technology and clinical sciences capabilities that complement the Company's roadmap. Healwell is publicly traded on the Toronto Stock Exchange under the symbol "AIDX". For more information, visit www.Healwell.ai.

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