Mr. Hamed Shahbazi reports

WELL SUBSIDIARY WELLSTAR TECHNOLOGIES ANNOUNCES $62M FINANCING TO SUPPORT ITS PRE-SPINOUT GROWTH STRATEGY

Well Health Technologies Corp.'s majority-owned subsidiary, Wellstar Technologies Corp., has entered into agreements to complete a Series B preferred share investment in the aggregate amount of approximately $62-million at an offering price of $1.50 per Series B share. The Series B financing is supported by three of Canada's most prominent fund investors, Mawer Investment Management Ltd., Edgepoint Wealth Management Inc. and Picton Investments (collectively, the institutional investors), and is expected to close early December, 2025, subject to certain closing conditions.

The Series B financing builds on an initial equity investment led by Mawer and Edgepoint in December, 2024, whereby an aggregate of $50.4-million was raised through a Series A preferred share investment at an offering price of $1 per Series A share.

Amir Javidan, chief executive officer of Wellstar, commented: "This financing reinforces investor confidence in Wellstar's strong performance and growth outlook and provides significant balance sheet strength as we scale our AI-enabled [artificial intelligence] solutions, expand our product portfolio and pursue strategic acquisitions. We're extremely proud to have the continued support of leading institutional investors as we execute on our mission to reshape health care through digital enablement."

Wellstar is targeting a public listing in 2026. By separating Wellstar from Well's clinical operations, investors have the opportunity to directly invest in a high-growth health care technology company with a robust margin profile and strong expansion prospects.

On the closing of the Series B financing, Wellstar will issue $59-million of Series B shares to the institutional investors, plus an additional amount of approximately $3-million of Series B shares to management of both Wellstar and Well. Well intends to maintain a majority in the economic and voting interest of Wellstar upon closing and for the long term.

The Series B shares to be issued on closing will be issued on substantially similar terms to the Series A shares issued pursuant to the Series A financing. The Series B shares will automatically convert into subordinate voting shares of Wellstar upon a qualifying IPO (initial public offering), RTO (reverse takeover) public listing or alternative liquidity transaction. The Series B shares will not be entitled to dividends until 2026, after which they will accrue quarterly dividends at an increasing rate over time. These dividends will accrue as notional preferred shares until the occurrence of a liquidity event, redemption or other liquidation event in accordance with the terms of the Series B shares. The Series B shares will also be redeemable at the option of the holders at any time after Dec. 31, 2026. In connection with the Series B financing, such holders will enter into an amended and restated shareholder agreement and an amended and restated governance agreement to grant standard investor rights to certain classes of shareholders until Wellstar ceases to be a private company.

The use of proceeds from the Series B financing are anticipated to be dedicated toward future acquisitions, AI-related innovation, organic growth initiatives and general corporate purposes.

Cormark Securities, Beacon Securities and Stifel Nicolaus Canada are acting as co-lead agents on behalf of a syndicate of agents with respect to the Series B financing, with Cormark Securities serving as the sole bookrunner.

About Well Health Technologies Corp.

Well's mission is to tech-enable health care providers. The company 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- and back-office management software applications that help physicians run and secure their practices. Well's solutions enable more than 40,000 health care providers between the United States and Canada and power the largest owned and operated health care ecosystem in Canada with over 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 Toronto Stock Exchange under the symbol WELL and on the OTC (over-the-counter) exchange under the symbol WHTCF.

About Wellstar Technologies Corp.

Wellstar supports Canada's health care providers with its extensive expertise in health care technology, clinic operations and digital transformation. As part of Well, which operates over 220 health care clinics and supports over 40,000 providers across Canada, Wellstar bring deep industry knowledge and a proven record of optimizing clinical workflows, enhancing patient engagement and streamlining administrative processes. With a comprehensive suite of technology solutions, Wellstar has successfully helped thousands of providers adopt and benefit from modern, interoperable technologies that improve patient outcomes and system efficiency.

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