Mr. Hamed Shahbazi Well Health reports

WELL HEALTH TECHNOLOGIES CORP. EARLY WARNING NEWS RELEASE

Well Health Technologies Corp. has issued this press release as required by National Instrument 62-103 (the Early Warning System and Related Take-Over Bid and Insider Reporting Issues) and National Instrument 62-104 (Take Over Bids and Issuer Bids) with respect to the acquisition of securities in Healwell AI Inc. (formerly MCI OneHealth Technologies Inc.).

On Oct. 1, 2023, Well Health acquired ownership of 4,000 debenture units of the company through a private placement transaction at a price of $1,000 per debenture unit for an aggregate purchase price of $4-million. Each debenture unit consists of $1,000 principal amount unsecured convertible debenture and 5,000 share purchase warrants. Each convertible debenture bears interest at a rate of 10.0 per cent per annum and is convertible at Well Health's option into Class A subordinate voting shares in the capital of the company at any time or from time to time, prior to Oct. 1, 2028, at an initial conversion price (subject to standard adjustments) of 20 cents per convertible debenture share. Each warrant entitles Well Health to acquire one Class A share of the company at a price of 20 cents per warrant share until 5 p.m. Toronto time on Oct. 1, 2028.

The debenture units were offered by the company to Well Health as part of a larger private placement offering to subscribers for gross aggregate proceeds of $10-million, of which Well Health was the lead subscriber. As lead subscriber, Well Health entered into a subscription agreement with the company dated July 19, 2023, which contained the terms and conditions relating to the convertible debentures and warrants as described above. Well Health's subscription consisted of an initial subscription of 2,500 debenture units on July 19, 2023, and a subsequent subscription of 1,500 debenture units on Oct. 1, 2023, for a total of 4,000 debenture units acquired at closing of the transaction. Additional information with respect to the subscription agreement and its material terms can be found in Well Health's early warning report and in the company's notice of meeting and management information circular dated Aug. 21, 2023, which are available on SEDAR+.

Prior to the transaction, Well Health did not own or control, directly or indirectly, any securities of the company.

Following the transaction, Well Health owned and controlled, directly and indirectly, the following securities of the company:

• 4,000 convertible debentures convertible into 20 million Class A shares;
• 20 million warrants to purchase an additional 20 million Class A shares.

At the time of the transaction, the company had authorized capital consisting of an unlimited number of Class A shares, of which 53,869,773 Class A shares were issued and outstanding. Following the transaction, assuming the conversion of all convertible debentures and exercise of all warrants held by Well Health, directly or indirectly, Well Health would directly and indirectly own and control 40 million Class A shares, representing 42.6 per cent of the issued and outstanding Class A shares as at Oct. 1, 2023, on a partially diluted basis.

Well Health holds the securities of the company and undertook the transaction for investment purposes. Depending on economic or market conditions or matters relating to the company, Well Health may choose to either dispose of all or a portion of the securities or acquire additional securities of the company.

As part of the transaction, the company changed its name from MCI OneHealth Technologies Inc. to Healwell AI Inc. and changed its Toronto Stock Exchange ticker symbol to AIDX. Both changes received approval from the TSX.

Pursuant to an investor rights agreement entered into in connection with the transaction, Well Health has the right to nominate up to two directors of the company, increasing to a majority of the directors in the event that Well Health holds more than 20 per cent of the voting rights attached to all voting securities of the company. The Well Health nominees have been appointed as directors of the company, effective as of Oct. 1, 2023.

In addition to the transaction, Well Health Clinic Network Inc. (WHCN), a wholly owned subsidiary of Well Health, entered into an asset purchase agreement with MCI Medical Clinics Inc., a wholly owned subsidiary of the company, pursuant to which WHCN purchased certain assets of MCI Medical, including, without limitation, accounts receivable, equipment, inventory, permits, contracts, benefits, rights, data, books and records, intellectual property, and goodwill relating to select Ontario clinics owned by MCI Medical, for an aggregate gross purchase price of $1.5-million, as more fully described in the company's information circular available on SEDAR+.

Well Health further entered into a number of other agreements ancillary to the transaction, which, along with the call option agreement, investor rights agreement and asset purchase agreement, are more fully described in Well Health's early warning report and in the company's information circular, which are available on SEDAR+. For further information or to obtain a copy of the report, please contact: Well Health, attention: Hamed Shahbazi, director and chief executive officer, 550, 375 Water St., Vancouver, B.C., V6B 5C6, or 604-628-7266 or hamed.shahbazi@well.company.