Mr. Hamed Shahbazi reports

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

Well Health Technologies Corp.'s majority owned subsidiary, Wellstar Technologies Corp., has completed its previously announced Series B preferred share financing, raising aggregate gross proceeds of approximately $62-million. Under the Series B financing, Wellstar issued an aggregate of 41,352,598 Series B preferred shares at an offering price of $1.50 per Series B share. The Series B financing was supported by three of Canada's most prominent fund investors: Mawer Investment Management Ltd., Edgepoint Wealth Management Inc. and Picton Investments.

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.

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.

The Series B shares have substantially the same share rights and restrictions as the Series A shares issued in the Series A financing. The Series B shares will automatically convert into subordinate voting shares of Wellstar upon a qualifying initial public offering, 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 entered into an amended and restated shareholders' 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.

Cormark Securities, Beacon Securities and Stifel Nicolaus Canada acted 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.

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

Well did not issue any shares as part of this transaction. All equity issuances discussed in this release relate to Wellstar.

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 43,000 health care providers between the United States and Canada and power the largest owned and operated health care ecosystem in Canada with more than 220 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 is a leading health care technology company dedicated to reshaping health care through digital enablement. Wellstar provides a comprehensive, holistic solution for health care providers across Canada, with over 40 per cent of practitioners currently using its products and services. Wellstar's solutions serve primary care physicians, specialist physicians, health systems and public-sector organizations through a complete suite of solutions, including billing and practice management systems, electronic medical records (EMRs), digital health applications, and digital health network solutions. As a majority-owned subsidiary of Well Health, Wellstar continues to drive innovation and transformation in the Canadian health care landscape, reducing administrative burden and empowering providers to deliver better patient outcomes through advanced technology solutions.

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