An anonymous director reports

WELL HEALTH TECHNOLOGIES CORP. EARLY WARNING NEWS RELEASE

Well Health Technologies Corp. has issued this press release pursuant to 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 in connection with the acquisition of securities.

Exercise of call right

On Oct. 1, 2023, Well and the founding shareholders of Healwell AI Inc., Dr. Sven Grail and Dr. George Christodoulou, entered into a call option agreement, under which Well was granted a call option to acquire up to 30.8 million subordinate voting shares of Healwell and 30.8 million multiple voting shares of Healwell from Dr. Grail and Dr. Christodoulou. Dr. Grail, together with his affiliates, owns 15.4 million Healwell shares and 15.4 million MVSs subject to the call right, and Dr. Christodoulou, together with his affiliates, owns 15.4 million Healwell shares and 15.4 million MVSs subject to the call right. The call right was exercisable until Oct. 1, 2026, and its exercise was conditional on the achievement by Healwell of a number of performance milestones designed to demonstrate improvements in Healwell's financial and capital markets performance, as well as obtaining any required Toronto Stock Exchange or regulatory approvals. The call right could only be exercised in pairs, such that Well had to concurrently acquire a Healwell share and an MVS. Pursuant to the call option agreement, on exercise of the call right, the price per security paid for the optioned shares was 12.5 cents per Healwell share and 0.01 cent per MVS.

Additional information with respect to the call option agreement and its material terms can be found in Well's early warning report dated Oct. 1, 2023, and in Well's notice of meeting and management information circular dated Aug. 21, 2023, which is available on SEDAR+.

On Dec. 16, 2024, Healwell and Orion Health Holdings Ltd. entered into a share purchase agreement, pursuant to which Healwell agreed to acquire 100 per cent of the shares of Orion Health for consideration of approximately $175-million (New Zealand), subject to certain adjustments. Healwell closed the OHHL acquisition on April 1, 2025.

Well amended the terms of the call option agreement to enable Well to exercise the call right concurrent with the closing of the OHHL acquisition. Concurrently with the closing, Well exercised the call right.

Prior to the closing and the exercise of the call right, Well held beneficial ownership, directly or indirectly, or exercised control or direction over, 65,923,161 Healwell shares and 500,000 subscription receipts, each subscription receipt entitling Well to receive, upon satisfaction of certain release conditions (namely, the closing of the OHHL acquisition), and for no further consideration, one unit of Healwell, with each unit consisting of one Healwell share and one-half of one share purchase warrant, with each whole share purchase warrant exercisable into one Healwell share at the exercise price of $2.50 for a period of 36 months from closing (representing approximately 30.9 per cent of the issued and outstanding Healwell shares on a non-diluted basis, and 13.4 per cent of the voting rights attached to the Healwell shares and MVSs, based on 213,166,393 Healwell shares and 30.8 million MVSs outstanding.

Immediately following the closing and the exercise of the call right, whereby all of the optioned shares were acquired by Well, Well owned, or exercise control or direction over, 97,223,161 Healwell shares, 30.8 million MVSs and 250,000 warrants.

Healwell had 261,547,371 Healwell shares issued and outstanding on the closing, following the issuance of 35,643,478 Healwell shares to the vendor in the OHHL acquisition, and 12,737,500 Healwell 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, Well owned 97,473,161 Healwell shares and 30.8 million MVSs, or approximately 37 per cent of the economic interest and approximately 69 per cent of the voting rights in Healwell on a partially diluted basis (1). Each MVS has nine votes per share, and each Healwell share has one vote per share.

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.

Well acquired the Healwell shares and MVSs concurrent with the closing of the OHHL acquisition, and will hold the Healwell shares and MVSs for investment purposes. Well intends to review its investment in Healwell on a continuing basis and may, from time to time and at any time subject to compliance with applicable securities laws, and depending on market and other conditions, acquire or dispose of equity, debt or other securities of Healwell through open market transactions, private placements and other privately negotiated transactions, or otherwise, in each case, depending on a number of factors, including general market and economic conditions, and other factors and conditions Well deems appropriate.

Well is incorporated under the laws of the Province of British Columbia with a registered address of Bentall 5, 550 Burrard St., Suite 2501, Vancouver, B.C., V6C 2B5, Canada. Healwell is incorporated under the federal laws of Canada with a registered address of 460 College St., Unit 301, Toronto, Ont., M6G 1A1, Canada.

A copy of Well's early warning report dated April 1, 2025, will be made available on SEDAR+ under Healwell's profile.

(1) Includes 250,000 warrants beneficially owned by Well that will be convertible within 60 days of this report assuming the exercise of the call right.