Mr. James Lee reports

HEALWELL AI ANNOUNCES STRATEGIC DIVESTMENTS AND PROGRESSION TO A PURE-PLAY SAAS, SERVICES AND AI BUSINESS

Healwell AI Inc. has completed a series of strategic transactions with Well Health Technologies Corp. and its subsidiaries, Well Health Clinic Network Inc. and Wellstar Technologies Corp., to streamline operations, accelerate clinical research, and focus on high-growth AI (artificial intelligence) and software initiatives. The transactions include the sale of Healwell's Polyclinic family medicine and specialty clinics group to Well Clinics, the sale of Healwell's interest in Mutuo Health Solutions Inc. to Wellstar, and the creation of a clinical research joint venture with Well. The transactions closed on Nov. 1, 2025, following the satisfaction of customary conditions precedent, including receipt of required third party consents and regulatory and exchange approvals.

Highlights:

• Healwell has divested its Polyclinic family medicine and specialty group of clinics to Well Health Clinic Network, which has been previously managing these clinics for Healwell since January, 2024.
• Healwell has sold its interest in Mutuo Health Solutions to Wellstar Technologies so it can better focus on its large-enterprise health care software and AI business. Mutuo is primarily focused on selling solutions to doctors and clinics; this aligns better with Wellstar's focus and leverages Mutuo as part of its Nexus AI platform.
• Healwell has formed a 50/50 clinical research joint venture with Well Health Technologies. The joint venture includes Bio Pharma Services Inc. and Canadian Phase Onward Inc., which will no longer be consolidated under Healwell. The joint venture will continue the strategic evaluation process to best support the growth opportunity in clinical research.
• Due to the non-arm's-length nature of these transactions, Healwell formed a special committee of three directors to assess and approve these transactions, who relied on a fairness opinion from Doane Grant Thornton LLP.
• Together, these transactions allow Healwell to become a pure play digital SaaS (software-as-a-service), services and AI business, primarily focused on health systems and large enterprises globally with a revenue run rate of approximately $120-million annually and is profitable on an adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) basis.

James Lee, chief executive officer of Healwell, commented: "These transactions accelerate our evolution into becoming a pure play, high-margin AI and SaaS software and services business focused on large enterprise customers globally. Our strategy is clear: Healwell is a preventative health care AI company that leverages advanced technology to connect and surface complex health care data, providing clinically validated tools that enhance both efficiency and accuracy."

The transactions are the result of a strategic review in which Healwell has explored strategic alternatives for its non-core businesses, including its clinical research and patient services business units as well as its SMB- (small to medium-sized business) or provider-technology-focused Mutuo business, with the goal of becoming a pure play digital SaaS and services company focused on enterprise-grade data science and AI offerings for health systems globally. The transactions enable Healwell to monetize non-core assets, streamline operations, and strengthen long-term strategic partnerships with Well and Wellstar, and strengthen Healwell's balance sheet by adding approximately $9.4-million of cash upon closing.

Sacha Gera, Healwell's chief operating officer, commented: "These transactions will allow us to place greater focus on integrating our industry-leading and third-party-validated AI solutions with our health care software segment and obtain important synergies that will result in margin expansion and organic growth. Across all collaborations, we remain vendor-agnostic and committed to open standards, interoperability and data portability to preserve customer choice and support a competitive ecosystem."

Polyclinic transaction details

The sale of the Polyclinic business allows Healwell to focus on higher-growth AI and clinical research initiatives while enabling Well Clinics to expand its network of patient care services. Well Clinics has already been managing these clinics since January, 2024. Healwell divested its family medicine and specialty clinic operations, comprising two clinics under the Polyclinic brand, with approximately 40 physicians, to Well Clinics for an aggregate purchase price of:

• $1.2-million in cash at closing;
• Up to $1.2-million in earnout expected to be paid in the first half of 2026.

Mutuo transaction details

The divestiture of Mutuo enables Healwell to concentrate resources on its core digital health care solutions while Mutuo strengthens Wellstar's Nexus AI platform. Healwell is building category-leading AI solutions for public health and life sciences while Wellstar advances digital enablement for health care providers and clinics in Canada. Healwell has sold its 58.66-per-cent interest in Mutuo to Wellstar, including its warrants and certain contractual rights, for:

• $8,212,400 in cash, subject to adjustments for debt and working capital;
• $615,930 of the purchase price have been held in a four-month general indemnity holdback to cover working capital adjustments and indemnity claims;
• Healwell's rights under certain agreements, including the unanimous shareholder agreement for Mutuo, its warrants to acquire additional shares of Mutuo and its strategic alliance agreement with Mutuo (including profit-sharing arrangements), have been assigned to Wellstar.

Biopharma and Canadian Phase Onward transaction details

Healwell and Well established a limited partnership to house the new joint venture, in which they each hold a 50-per-cent economic interest to advance clinical research initiatives. The joint venture for clinical research will continue to undertake its strategic evaluation process to best support the growth opportunity in clinical research. The joint venture for clinical research is currently positioned to capitalize on late-stage clinical research opportunities in Canada, leveraging clinic networks and expertise for higher-margin, more impactful clinical trials. Key elements of the joint venture agreement included:

• Healwell's contribution: Bio Pharma Services and Canadian Phase Onward, taking back three million Class A LP (limited partnership) units of the joint venture limited partnership, valued at $3-million;
• Well's contribution: a $3-million capital commitment, receiving three million Class B LP units of Well Research;
• An initial capital call of $500,000 has been made at closing, with further calls based on the cash needs of the joint venture.

Additional information on the transactions

Well Clinics, Wellstar and Healwell are each controlled, directly or indirectly, by Well. As a result, the transactions are related party transactions under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions.

The terms of the transactions were negotiated by the company's management, with the company and its counterparties, Well, Well Clinics and Wellstar, represented by separate legal counsel. To supervise and evaluate the negotiation of the transactions and to consider potential alternatives, the board of directors of the company formed a special committee on Sept. 10, 2025, consisting of three directors with no interest in the transactions or in any of the counterparties. In carrying out its mandate, the special committee received information and presentations from the company's management and legal counsel as well as a fairness opinion from Doane Grant Thornton LLP, which concluded, based on standard qualifications and assumptions, that each of the transactions (which were evaluated separately) was fair to the company and its shareholders. The special committee unanimously recommended the transactions to the board of directors for approval by written resolutions dated Sept. 30, 2025, and Oct. 31, 2025, and the board of directors unanimously approved the transactions on Oct. 31, 2025, with interested directors declaring their interest in the transactions and recusing themselves from the board's voting or deliberations.

Healwell is exempt from the formal valuation and minority shareholder approval requirements under MI 61-101 as the aggregate fair-market value of the transactions does not exceed more than 25 per cent of the market capitalization of Healwell. The company's directors and officers are not aware of any valuations obtained with respect to any of the subject matter of the transactions in the last 24 months. The company did not file a material change report 21 days in advance of implementing the transactions as the terms of the transactions were not settled.

In addition to the requirements under MI 61-101, the transactions were also subject to approval under Section 501 of the Toronto Stock Exchange company manual. The company obtained a conditional approval from the TSX in respect of the transactions prior to closing. The TSX has not considered or made any determination on the merits of the proposed transactions and has neither approved nor disapproved of this press release.

About Healwell AI Inc.

Healwell is a health care artificial intelligence 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 on developing and acquiring technology and clinical sciences capabilities that complement the company's road map. Healwell is publicly traded on the TSX under the symbol AIDX and on the OTC (over-the-counter) exchange under the symbol HWAIF.

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