Dr. Alexander Dobranowski reports

HEALWELL GIVES NOTICE OF IMMINENT EXERCISE OF CALL OPTION BY WELL HEALTH

Healwell AI Inc. understands Well Health Technologies Corp. intends to exercise its right to acquire 30.8 million Class A subordinate voting shares (SVS) and 30.8 million Class B multiple voting shares (MVS) of the company from certain of its existing shareholders (the call right) pursuant to the call option agreement between Healwell, Well, certain founding shareholders of Healwell and their permitted transferees dated Oct. 1, 2023 (the call option agreement).

The call right is expected to be exercised concurrently with the closing of the acquisition by the company of Orion Health Holdings Ltd., which is anticipated to be completed on April 1, 2025. The parties intend to enter into an amendment to the call option agreement on the same date to facilitate and streamline the mechanics of the exercise of the call right.

Exercise of the call right

It is anticipated that Healwell will have approximately 261,547,371 SVSs issued and outstanding on Healwell's acquisition of Orion Health, following the issuance of 35,643,478 SVSs to the vendor in the Orion Health acquisition, 12,737,500 SVSs in connection with the conversion of 12,737,500 subscription receipts as part of the $25.5-million equity financing used to partially finance the purchase price of Orion Health, and the exercise or conversion of certain outstanding warrants and convertible debentures. Following the exercise of the call right, it is anticipated that Well will own 97,223,161 SVSs and 30.8 million MVSs 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. Each MVS has nine votes per share and each SVS has one vote per share.

Under the previously disclosed investor rights agreement between Healwell and Well dated Oct. 1, 2023 (the investor rights agreement), upon the exercise of the call right, Well will also have the ability to nominate a majority of the directors to the board of directors of the company.

Additional information

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.

Additional information with respect to the call option agreement and the investor rights agreement and their material terms can be found in Healwell's notice of meeting and management information circular dated Aug. 21, 2023, which is available under the company's profile on SEDAR+. Additional information on Well's intention to exercise the call right and its anticipated ownership and control of the company are set out in Well's press release issued today and available under Well's profile on SEDAR+.

About Healwell AI Inc.

Healwell is a health care artificial intelligence company focused on preventative 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 centered around developing and acquiring technology and clinical sciences capabilities that complement the company's road map. Healwell is publicly traded on the Toronto Stock Exchange under the symbol AIDX and on the OTC under the symbol HWAIF.

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