Mr. Hamed Shahbazi reports

WELL HEALTH TO EXERCISE CALL RIGHT AND ACQUIRE MAJORITY CONTROLLING INTEREST IN HEALWELL AI CONCURRENT WITH HEALWELL'S PROPOSED ACQUISITION OF ORION HEALTH

Well Health Technologies Corp. intends to amend and exercise its call right and acquire a majority controlling interest in Healwell AI Inc., a health care artificial intelligence company focused on preventive care, concurrent with the anticipated closing of Healwell's proposed acquisition of Orion Health Holdings Ltd. (based in Auckland, New Zealand) on April 1, 2025. Orion Health is a subscription licence and services revenue business serving marquee public-sector clients globally with data interoperability and health care navigation products and services.

Highlights:

• Well intends to amend and exercise its call right to acquire a majority controlling interest in Healwell AI, concurrent with the anticipated closing of Healwell's proposed acquisition of Orion Health on April 1, 2025, resulting in Well acquiring 30.8 million Class A subordinate voting shares of Healwell and 30.8 million Class B multiple voting shares of Healwell.
• In addition, as of today, Well has exercised all of its 20,312,500 share purchase warrants and has converted all Healwell convertible debentures and interest accrued thereon, to acquire an aggregate of 43,282,363 additional Class A subordinate voting shares of Healwell.
• Following the exercise of the call right, Well expects that it will hold an approximately 37-per-cent economic interest and an approximately 69-per-cent voting interest in Healwell on a non-diluted basis. On a fully diluted basis, Well expects to hold an approximately 29-per-cent economic interest and an approximately 60-per-cent voting interest in Healwell.
• On exercise of the call right, Well will obtain control of Healwell under IFRS (international financial reporting standards) and will begin to consolidate the financial results of Healwell as a subsidiary of the company from April 1, 2025, forward. Well anticipates Healwell to contribute approximately $160-million in revenue with positive adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) to Well's consolidated financial statements over the next 12 months.

Exercise of call right

Following the exercise of the call right and acquisition of majority control of Healwell, Well will begin to consolidate the financial results of Healwell under IFRS as a subsidiary of the company from April 1, 2025, forward. Well anticipates Healwell to contribute approximately $160-million in revenue with positive adjusted EBITDA to Well's consolidated financial statements over the next 12 months.

Hamed Shahbazi, founder and chief executive officer of Well, commented: "The exercise of the call right represents a key milestone for Well's strategic investment in Healwell since Well first acquired an interest in Healwell in 2023. By combining our scale and national footprint with Healwell's expertise in AI [artificial intelligence] and Orion's experience in implementing global health information systems, we believe we are well positioned to deliver cutting-edge AI-enabled solutions that will enhance patient care and drive innovation."

Well intends to amend the terms of the call option agreement dated Oct. 1, 2023, among Well, Healwell and the original founders of Healwell to permit the exercise of Well's previously announced call right to acquire 30.8 million Class A subordinate voting shares of Healwell and 30.8 million Class B multiple voting shares of Healwell. Additional information with respect to the call option agreement and its material terms can be found in Well's early warning report dated Oct. 3, 2023, and Healwell's notice of meeting and management information circular dated Aug. 21, 2023, which are available on SEDAR+.

It is anticipated that Healwell will have 261,547,371 subordinate voting shares issued and outstanding on Healwell's acquisition of Orion Health following the issuance of 35,643,478 subordinate voting shares to the vendor in the Orion Health acquisition and 12,737,500 subordinate voting shares in connection with the conversion of all 12,737,500 subscription receipts as part of the $25.5-million equity financing used to partially finance the purchase price of Orion Health. Following the exercise of the call right and the corporate action (as described below), it is anticipated that Well will own 97,223,161 subordinate voting shares and 30.8 million multiple voting shares, or approximately 37.3 per cent of the economic interest and approximately 69.6 per cent of the voting rights in Healwell on a non-diluted basis and approximately 28.7 per cent of the economic interest and approximately 60.8 per cent of the voting rights in Healwell on a fully diluted basis. Each multiple subordinate voting share has nine votes per share and each subordinate voting share has one vote per share.

Summary of Healwell's proposed acquisition of Orion Health

On Dec. 16, 2024, Healwell and Orion Health entered into a share purchase agreement, pursuant to which Healwell agreed to acquire 100 per cent of the shares of Orion Health for total consideration of approximately $175-million, subject to certain adjustments.

Orion Health has close to 400 employees with offices in 11 countries globally. Its software solutions currently support over 70 public-sector and private-sector customers, representing a population of 150 million lives worldwide. Orion Health is expected to generate over $100-million in revenues mostly from subscription licences and services with strong double-digit adjusted EBITDA margins.

Healwell's acquisition of Orion Health will provide opportunities for global health systems to access Healwell's best-in-class AI technology to deliver actionable insights and drive better health care outcomes and significantly scales Healwell's platform by deepening its penetration into the public sector, supported by Orion Health's long-standing government relationships and broader customer base. Moreover, it will help unlock substantial revenue synergy potential as well as improved operational efficiencies and cost savings through shared services with Well. Collectively, these advantages will strengthen Well's financial profile, creating a larger, scalable business with substantial growth and value creation potential.

On Healwell's acquisition of Orion Health, Well further intends to exercise its director nomination rights under its previously disclosed investor rights agreement between Well and Healwell dated Oct. 1, 2023, which permits Well to nominate a majority of the board of directors of Healwell. Consequently, Well plans to nominate two additional independent directors to the board of directors of Healwell. Well anticipates that Mr. Shahbazi will remain as a director and chair of the board of directors of Healwell and Erik Danudjaja, currently the senior associate of corporate development and strategy of Well, will remain as a director of Healwell. Additional information with respect to the investor rights agreement and its material terms can be found in Healwell's notice of meeting and management information circular dated Aug. 21, 2023, which is available on SEDAR+.

Exercise of warrants and conversion of debentures

Additionally, on March 26, 2025, Well exercised the remainder of its 20 million share purchase warrants to acquire an aggregate of 20 million subordinate voting shares at a price of 20 cents per share and 312,500 share purchase warrants to acquire an aggregate of 312,500 subordinate voting shares at a price of $1.20 per share and has converted all of its convertible debentures and interest accrued thereon into an aggregate of 22,969,863 subordinate voting shares at a conversion price of 20 cents per share (collectively, the corporate action).

As of the date hereof and prior to the exercise of the call right and acquisition of Orion Health, Well directly owned and controlled 65,923,161 subordinate voting shares and 500,000 subscription receipts, each of which entitles Well to receive, upon the closing of the acquisition of Orion Health and for no additional consideration, one unit of Healwell consisting of one subordinate voting share and one-half of one subordinate voting share purchase warrant, with each whole warrant exercisable at a price of $2.50 for a period of 36 months. As of the date hereof and based on 213,166,393 subordinate voting shares issued and outstanding, Well directly owned and controlled approximately 30.9 per cent of Healwell's issued and outstanding subordinate voting shares on a non-diluted basis.

Well was approved as a control person of Healwell by resolutions of the shareholders of Healwell, on a disinterested basis, on Sept. 21, 2023. The Toronto Stock Exchange subsequently approved Well as a control person of Healwell on Oct. 6, 2023.

About Well Health Technologies Corp.

Well's mission is to tech-enable health care providers. Well 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 41,000 health care providers between the United States and Canada and power the largest owned and operated health care ecosystem in Canada with more than 200 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. Well is publicly traded on the TSX under the symbol WELL and on the OTC (over-the-counter) exchange under the symbol WHTCF.

About Healwell AI Inc.

Healwell is a health care artificial intelligence company focused preventive care. Its mission is to improve health care and save lives through early identification and detection of disease. Using its own proprietary technology, Healwell is developing and commercializing advanced clinical decision support systems that can help health care providers detect rare and chronic diseases, improve efficiency of their practice, and ultimately help improve patient health outcomes. Healwell is executing a strategy centred around developing and acquiring technology and clinical sciences capabilities that complement the company's road map. Healwell is publicly traded on the TSX under the symbol AIDX and on the OTC exchange under the symbol HWAIF.

About Orion Health Holdings Ltd.

Orion Health is a global health care technology company focused on reimagining health care for all. Orion Health is leading the change in digital health with health and care organizations to improve the well-being of every individual with its world-leading unified health care platform, made up of the Virtuoso digital front door, Amadeus digital care record and Orchestral health intelligence platform -- each underpinned by extensive health and social data sets, machine learning, and 30 years of innovation focused purely on improving global well-being.

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