Dr. Alexander Dobranowski reports

HEALWELL SIGNS $50M CREDIT AGREEMENT LED BY SCOTIABANK AND RBC TO SUPPORT ORION ACQUISITION, AND COMMENCES PRE-CLOSING PROCEDURES

Healwell AI Inc. has entered into a $50-million credit agreement to support the proposed acquisition of, and subsequent use by, Orion Health Holdings Ltd. Orion Health is a global health care intelligence platform providing high-value subscription licences and services to health care authorities and governments for digital health record access, data interoperability, digital front door, population health insights and other services. The credit facilities will be provided by a syndicate consisting of Bank of Nova Scotia, as sole bookrunner, admin agent and co-lead arranger, and Royal Bank of Canada, as co-lead arranger.

The credit agreement provides for a $20-million term loan and a $30-million revolving credit facility, for total aggregate proceeds of $50-million, together with an additional uncommitted future accordion feature of up to $25-million. The obligations of the company under the credit agreement and the other loan documents will be secured entirely of the assets and share pledges of Orion Health and its subsidiaries. The availability of credit under the credit agreement is contingent on the satisfaction or waiver of a number of conditions precedent typical for loans of this nature, including completion of the acquisition of Orion Health by Healwell.

Between the credit agreement and the capital raised in the company's recently completed subscription receipt financings, the company has financing arrangements for over $100-million in place to support its acquisition of Orion Health. This financing readiness, in addition to the receipt of certain regulatory and shareholder approvals announced earlier this year, signifies the company's satisfaction all of the material conditions precedent necessary to commence the preclosing reorganization process and proceed toward closing the acquisition. Healwell and the vendor have mutually signed the trigger notice under the share purchase agreement for Orion Health, and Healwell has paid a non-refundable $5-million (New Zealand) advance to the vendor to initiate the preclosing reorganization process contemplated by the share purchase agreement, with a target closing date for the acquisition of April 1, 2025.

Anthony Lam, chief financial officer of Healwell, commented: "We are pleased to announce this significant milestone for Healwell as we look to close on our announced acquisition of Orion Health. Securing this credit facility will solidify our balance sheet and provide us with the financial stability needed to execute on our strategic growth initiatives. It is particularly validating to have the support of two top-tier Canadian banks, Scotiabank and RBC, who recognize the strength of our business and our strategic direction. We would like to thank our new financial partners as their backing reinforces our ability to execute on our strategic vision, and we are excited about the opportunities this financing unlocks for our company."

With the delivery of the trigger notice, all conditions precedent to closing the acquisition under the share purchase agreement have been satisfied or waived by the company and the vendor, other than those relating to the successful completion of the preclosing reorganization and payment of the purchase price.

Dr. Alexander Dobranowski, chief executive officer of Healwell, commented: "We are very pleased to have mutually agreed to triggering the mechanical closing process with Orion and look forward to updating our shareholders on or around April 1 on the close of our transaction and welcoming the Orion team to the Healwell family. This is a major step for Healwell, and we truly appreciate the tremendous support we've received from investors on this important transaction."

Orion Health is a leader in global health care technology, with over 70 worldwide customers in 11 countries. Orion Health's software solutions currently serve a population approaching 150 million lives globally, which will materially expand Healwell's footprint to execute against its mission of early disease detection. The acquisition of Orion Health will provide Healwell with a significant multijurisdictional platform to deliver its best-in-class, artificial-intelligence-driven solutions by integrating them with Orion Health's advanced health care data infrastructure capabilities. The acquisition will also significantly scale Healwell's platform by deepening its penetration into the public sector, supported by Orion Health's long-standing government relationships and broader customer base.

About Healwell AI Inc.

Healwell is an artificial-intelligence health care company focused on preventive care. Its mission is to improve health care and save lives through early identification and detection of disease. Using its own proprietary technology, the company 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 science capabilities that complement the company's road map.

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