Dr. Alexander Dobranowski reports

HEALWELL AI COMPLETES ACQUISITION OF INTRAHEALTH

Healwell AI Inc. has completed the previously announced acquisition of Intrahealth Systems Ltd., a former subsidiary of Well Health Technologies Corp., which is an insider of the company. Intrahealth is an advanced SaaS based Electronic Health Records ("EHR") management platform for small and medium enterprise healthcare organizations across Canada, Australia, and New Zealand. Intrahealth's robust platform meets the demands of a wide range of clients from a single doctor's office to a multi-thousand user health institution. Founded in New Zealand and headquartered in Vancouver, B.C., Intrahealth was originally acquired by WELL in April 2021.

Dr. Alexander Dobranowski, CEO of HEALWELL, commented on the acquisition, "We are pleased to complete the acquisition of Intrahealth and excited to welcome the Intrahealth team to HEALWELL. The synergies between our AI capabilities and Intrahealth's established expertise in EHR technologies presents an unparalleled opportunity to revolutionize the healthcare industry. By combining the power of artificial intelligence with a comprehensive EHR platform, we believe we can unlock enormous potential to enhance patient care and drive better health outcomes, all at lower costs for healthcare systems. The acquisition aligns seamlessly with our commitment to innovation and we are confident that Intrahealth will help us pave the way in redefining the healthcare landscape."

Intrahealth supports approximately 15,000 healthcare professionals across its global network. In 2024, it is expected that Intrahealth will generate more than $12 million in revenues, achieve over 80% gross margins, and produce positive EBITDA and cashflows. Approximately 70% of Intrahealth's revenue is generated in Canada and over 80% of its revenue is high margin recurring revenue. In addition to adding mature SaaS revenue, strong positive EBITDA, and increased cashflows, Intrahealth also serves as a platform to showcase the effectiveness of HEALWELL's industry leading AI solutions. The combination of HEALWELL's best-in-class AI capabilities combined with Intrahealth's EHR platform will result in the creation of one of the industry's first AI powered EHR platforms with next-generation clinical decision support capabilities.

Dorian Prior, President of Intrahealth commented, "We are thrilled to join forces with HEALWELL, a trailblazer in AI technology, and excited with the potential of integrating our products with HEALWELL's cutting-edge AI technologies. This acquisition represents a significant milestone in Intrahealth's history as it marks a pivotal moment in our growth trajectory and represents a new chapter in our commitment to advancing healthcare technology. With WELL's support, we built a solid foundation and now with HEALWELL, we are excited to embark on a new phase of growth, pushing the boundaries of what is possible in healthcare technology."

Intrahealth is engaged in the business of providing a suite of flexible software solutions to a wide variety of customers including health authorities, hospitals, public health outpatient centres, community health, home care, ambulatory care, and diverse healthcare professionals. Intrahealth provides highly configurable software solutions that also support mobile platforms and seamless access to virtual care/telehealth solutions. Intrahealth's solutions for hospitals include patient administration systems, bed management, waiting list management, enterprise-wide scheduling, case management, medication management, emergency room operations and ward management, among many other features.

Transaction Details

HEALWELL acquired 100% of the shares outstanding of Intrahealth from WELL for total consideration of approximately $24.2 million, to be paid by HEALWELL as follows: (i) $3.6 million paid in cash on closing; (ii) the issuance of $15 million in Class A subordinated voting shares of HEALWELL (the "Shares"), or 21.7 million Shares, at a deemed price of $0.69 per Share based on the volume weighted average price of the Shares for the five trading days immediately preceding the date of the press release announcing the Transaction; and (iii) $5 million to be paid out over the following 10 months in either cash or Shares, at WELL's discretion. WELL will also pay an earnout to the prior owners of Intrahealth of approximately $0.6 million due in May 2024.

As part of the Transaction, HEALWELL, WELL and Intrahealth entered into a Transition Services Agreement to ensure a timely and efficient transition of the services of Intrahealth to HEALWELL.

As a result of the completed Transaction, WELL became a new control person of HEALWELL, holding between 22.7 million and 32.7 million Shares depending upon whether WELL elects to receive payment of the post-closing $5 million payment in Shares, thereby representing between 20.7% and 27.3% of the issued and outstanding voting securities of HEALWELL. WELL was approved as a new control person of the Company at its most recent shareholders' meeting.

About HEALWELL

HEALWELL is a healthcare technology company focused on AI and data science for preventative care. Its 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 is executing a strategy centered around developing and acquiring technology and clinical sciences capabilities that complement the Company's road map. HEALWELL is publicly traded on the Toronto Stock Exchange (the "TSX") under the symbol "AIDX" and on the OTC Exchange under the symbol "HWAIF".

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