Mr. Hamed Shahbazi reports

WELL HEALTH TO ENTER INTO STRATEGIC ALLIANCE WITH MCI ONEHEALTH, ACQUIRE CLINICAL ASSETS, AND INVEST IN AI-FOCUSED DATA SCIENCE BUSINESS TO HELP DOCTORS IMPROVE DISEASE DETECTION

As of July 19, 2023, Well Health Technologies Corp. has entered into an agreement to acquire clinic assets from MCI Medical clinics Inc., a subsidiary of MCI Onehealth Technologies Inc., and a subscription agreement for a convertible debenture financing in MCI which will strategically focus the MCI business around its leading artificial intelligence, data science, and rare and complex disease detection platform.

"This is a major step for Well and it's all about the power of artificial intelligence and how it can help solve some of the most difficult disease detection and diagnosis problems health care providers and patients face every day," said Hamed Shahbazi, founder and chief executive officer of Well Health. "We're thrilled to enter into a number of agreements that result in a strategic alliance that will immediately position MCI OneHealth as a key national leader in the multibillion-dollar disease detection marketplace."

Dr. Michael Frankel, chief medical officer of Well, commented: "MCI's platform has already saved lives by discovering those needle-in-a-haystack cases and delivered value to hundreds of health care providers. As a physician I am excited to work with them to evolve their platform and help them expand their pool of participating physicians. I am also very excited to welcome the talented clinical staff of the clinics that will be joining the Well family."

As part of the transaction, Well will acquire a significant portion of MCI's clinical assets, which are located in Southern Ontario and offer a range of primary care services, including family medicine, women's health and other specialties. The acquisition brings more than 130 physicians to the Well family, adding to over 3,000 providers in Well's patient services business units across North America. The MCI clinics will be integrated with Well's Ontario-based clinic chain which is the largest owned and operated network of clinics in the province. Well's Ontario clinics offer a breadth of care including primary care, diagnostics, allied health and other medical subspecialties. The acquisition of these well-known and regarded primary care clinics in Ontario marks a significant milestone in Well's national clinic expansion strategy. The clinics in this acquisition are expected to collectively contribute more than $21-million of annual revenue and are expected to contribute positive adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) in 2024. Following the completion of the transaction, Well plans to integrate leading-edge software and workflows, such as OceanMD's patient engagement tools, DoctorCare's RCM services and Well AI Voice, from its practitioner enablement platform.

Well is also advancing a short-term bridge loan to MCI designed to ensure the company has the required resources to operate until the various transactions close. It is anticipated that closing shall occur on or around Oct. 1, 2023. Once the transaction closes, Well will also have representation on MCI's board of directors.

Upon closing of the transaction, Well will be a holder of MCI's convertible debentures, and shall, subject to the satisfaction of certain conditions, have certain rights associated with call options granted by two shareholders of MCI for up to 30.8 million Class A subordinate voting shares and 30.8 million Class B multiple voting shares of MCI's go-forward business. MCI plans to utilize the proceeds from this convertible debenture financing to advance its technology-enabled health care research offerings, placing a strong emphasis on harnessing the power of artificial intelligence for health care applications.

This investment will be part of Well's AI investment program where Well stated that it will make meaningful investments in AI-focused companies to help improve tools for providers and their patients. Well is confident that its work in AI will meaningfully enhance its ESG (environmental, social, governance) goals and deliver societal value.

Eight Capital acted as financial adviser to Well Health in connection with the transaction, and Clark Wilson acted as Well Health's legal counsel.

About Well Health Technologies Corp.

Well's mission is to tech-enable health care providers. It does this by developing the best technologies, services and support available, which ensures health care providers are empowered to positively impact patient outcomes. Well's comprehensive health care and digital platform includes extensive front-office and back-office management software applications that help physicians run and secure their practices. Well's solutions enable more than 28,000 health care providers between the United States and Canada and power the largest owned and operated health care ecosystem in Canada with more than 130 clinics supporting primary care, specialized care and diagnostic services. In the United States Well's solutions are focused on specialized markets such as the gastrointestinal market, women's health, primary care and mental health.

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