WELL Health Acquires Majority Stake in HEALWELL AI, Expanding AI-Driven Healthcare Solutions

WELL Health to Exercise Call Right and Acquire Majority Controlling Interest in HEALWELL AI concurrent with HEALWELL's Proposed Acquisition of Orion Health - WELL Health Technologies (OTC:WHTCF)

WELL intends to amend and exercise its call right to acquire a majority controlling interest in HEALWELL AI concurrent with the anticipated closing of HEALWELL's proposed acquisition of Orion Health on April 1, 2025, resulting in WELL acquiring 30.8 million Class A Subordinate Voting Shares of HEALWELL and 30.8 million Class B Multiple Voting Shares of HEALWELL.In addition, as of today, WELL has exercised all of its 20,312,500 share purchase warrants and has converted all HEALWELL convertible debentures and interest accrued thereon, to acquire an aggregate of 43,282,363 additional Class A Subordinate Voting Shares of HEALWELL.Following the exercise of the call right, WELL expects that it will hold an approximate 37% economic interest and an approximate 69% voting interest in HEALWELL on a non-diluted basis. On a fully-diluted basis, WELL expects to hold an approximate 29% economic interest and an approximate 60% voting interest in HEALWELL.On exercise of the call right, WELL will obtain control of HEALWELL under IFRS and will begin to consolidate the financial results of HEALWELL as a subsidiary of the Company from April 1, 2025 forward. WELL anticipates HEALWELL to contribute approximately $160 million in revenue with positive Adjusted EBITDA(1) to WELL's consolidated financial statements over the next 12 months.(2) VANCOUVER, BC, March 31, 2025 /PRNewswire/ - WELL Health Technologies Corp. WELL WHTCF ("WELL" or the "Company"), a digital healthcare company focused on positively impacting health outcomes by leveraging technology to empower healthcare practitioners and their patients globally, announces that it intends to amend and exercise its call right (the "Call Right") and acquire a majority controlling interest in HEALWELL AI Inc. ("HEALWELL"), a healthcare artificial intelligence company focused on preventative care, concurrent with the anticipated closing of HEALWELL's proposed acquisition of Auckland, New Zealand-based Orion Health Holdings Limited ("Orion Health") on April 1, 2025. Orion Health is a subscription license and services revenue business serving marquee public sector clients globally with data interoperability and healthcare navigation products and services. Exercise of Call Right Following the exercise of the Call Right and acquisition of majority control of HEALWELL, WELL will begin to consolidate the financial results of HEALWELL under International Financial Reporting Standards (IFRS) as a subsidiary of the Company from April 1, 2025 forward. WELL anticipates HEALWELL to contribute approximately $160 million in revenue with positive Adjusted EBITDA(1) to WELL's consolidated financial statements over the next 12 months.(2) Hamed Shahbazi, Founder and CEO of WELL, commented, "The exercise of the call right represents a key milestone for WELL's strategic investment in HEALWELL since WELL first acquired an interest in HEALWELL in 2023. By combining our scale and national footprint with HEALWELL's expertise in AI and Orion's experience in implementing global health information systems, we believe we are well-positioned to deliver cutting-edge AI-enabled solutions that will enhance patient care and drive innovation." WELL intends to amend the terms of the call option agreement (the "Call Option Agreement") dated October 1, 2023 among WELL, HEALWELL, and the original founders of HEALWELL, to permit the exercise of WELL's previously announced Call Right to acquire 30.8 million Class A Subordinate Voting Shares of HEALWELL (each, a "SVS") and 30.8 million Class B Multiple Voting Shares of HEALWELL (each, a "MVS"). Additional information with respect to the Call Option Agreement and its material terms can be found in WELL's early warning report dated October 3, 2023, and HEALWELL's Notice of Meeting and Management Information Circular dated August 21, 2023, which are available on sedarplus.ca. It is anticipated that HEALWELL will have 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 and 12,737,500 SVSs in connection with the conversion of all 12,737,500 subscription receipts as part of the $25.5 million equity financing used to partially finance the purchase price of Orion Health. Following the exercise of the Call Right and the Corporate Action (as described below), it is anticipated that WELL will own 97,223,161 SVSs and 30,800,000 MVSs or approximately 37.3% of the economic interest and approximately 69.6% of the voting rights in HEALWELL on a non-diluted basis and approximately 28.7% of the economic interest and approximately 60.8% of the voting rights in HEALWELL on a fully-diluted basis. Each MVS has nine votes per share and each SVS has one vote per share. Summary of HEALWELL's Proposed Acquisition of Orion Health On December 16, 2024, HEALWELL and Orion Health entered into a share purchase agreement, pursuant to which HEALWELL agreed to acquire 100% of the shares of Orion Health for total consideration of approximately $175 million, subject to certain adjustments. Orion Health2 has close to 400 employees with offices in 11 countries globally. Its software solutions currently support over 70 public and private sector customers representing a population of 150 million lives world-wide. Orion Health(2) is expected to generate over $100 million in revenues mostly from subscription licenses and services with strong double digit Adjusted EBITDA(1) margins. HEALWELL's acquisition of Orion Health will provide opportunities for global health systems to access HEALWELL's best-in-class AI technology to deliver actionable insights and drive better healthcare outcomes, and significantly scales HEALWELL's platform by deepening its penetration into the public sector, supported by Orion Health's long-standing government relationships and broader customer base. Moreover, it will help unlock substantial revenue synergy potential, as well as improved operational efficiencies and cost savings, through shared services with WELL. Collectively, these advantages will strengthen WELL's financial profile, creating a larger, scalable business with substantial growth and value creation potential. On HEALWELL's acquisition of Orion Health, WELL further intends to exercise its director nomination rights under its previously disclosed investor rights agreement (the "Investor Rights Agreement") between WELL and HEALWELL dated October 1, 2023, which permits WELL to nominate a majority of the board of directors of HEALWELL. Consequently, WELL plans to nominate two additional independent directors to the board of directors of HEALWELL. WELL anticipates that Hamed Shahbazi will remain as a director and Chair of the board of directors of HEALWELL, and Erik Danudjaja, currently the Senior Associate of Corporate Development and Strategy of WELL, will remain as a director of HEALWELL. Additional information with respect to the Investor Rights Agreement and its material terms can be found in HEALWELL's Notice of Meeting and Management Information Circular dated August 21, 2023, which is available on sedarplus.ca. Exercise of Warrants and Conversion of Debentures Additionally, on March 26, 2025, WELL exercised the remainder of its 20,000,000 share purchase warrants to acquire an aggregate of 20,000,000 SVSs at a price of $0.20 per share and 312,500 share purchase warrants to acquire an aggregate of 312,500 SVSs at a price of $1.20 per share and has converted all of its convertible debentures and interest accrued thereon into an aggregate of 22,969,863 SVSs at a conversion price of $0.20 per share (collectively, the "Corporate Action"). As of the date hereof, and prior to the exercise of the Call Right and acquisition of Orion Health, WELL directly owned and controlled 65,923,161 SVSs and 500,000 subscription receipts (each, a "Subscription Receipt"), each of which entitles WELL to receive, upon the closing of the acquisition of Orion Health and for no additional consideration, one unit of HEALWELL consisting of one SVS and one-half of one SVS share purchase warrant, with each whole warrant exercisable at a price of $2.50 for a period of 36 months. As of the date hereof and based on 213,166,393 SVSs issued and outstanding, WELL directly owned and controlled approximately 30.9 % of HEALWELL's issued and outstanding SVSs on a non-diluted basis. WELL was approved as a control person of HEALWELL by resolutions of the shareholders of HEALWELL, on a disinterested basis, on September 21, 2023. The TSX subsequently approved WELL as a control person of HEALWELL on October 6, 2023. Footnotes: Adjusted EBITDA is net income (loss) before interest, taxes, depreciation and amortization less (i) net rent expense on premise leases considered to be finance leases under IFRS and before (ii) transaction, restructuring, and integration costs, time-based earn-out expense, change in fair value of investments, share of income (loss) of associates, foreign exchange gain/loss, and stock-based compensation expense, and (iii) gains/losses that are not reflective of ongoing operating performance. The Company considers Adjusted EBITDA to be a financial metric that measures cash flow that the Company can use to fund working capital requirements, service future interest and principal debt repayments and fund future growth initiatives. Adjusted EBITDA should not be considered alternatives to net income (loss), cash flow from operating activities or other measures of financial performance defined under IFRS.The figure of approximately $160 million in revenue over the next 12 months is based on the sum of HEALWELL's disclosed Q4 revenue run rate in addition to revenue of $100 million in the next 12 month period from Orion Health after accounting for the divestiture by Orion Health of two non-strategic divisions prior to its acquisition by HEALWELL.Earnings before interest, taxes, depreciation and amortization ("EBITDA") is a Non-GAAP measure. EBITDA should not be construed as an alternative to net income/loss determined in accordance with IFRS. EBITDA does not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. WELL believes that EBITDA is a meaningful financial metric as it measures cash generated from operations which WELL can use to fund working capital requirements, service future interest and principal debt repayments and fund future growth initiatives. WELL HEALTH TECHNOLOGIES CORP. Per: "Hamed Shahbazi" Hamed Shahbazi Chief Executive Officer, Chairman and Director About WELL Health Technologies Corp. WELL's mission is to tech-enable healthcare providers. We do this by developing the best technologies, services, and support available, which ensures healthcare providers are empowered to positively impact patient outcomes. WELL's comprehensive healthcare 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 41,000 healthcare providers between the US and Canada and power the largest owned and operated healthcare ecosystem in Canada with more than 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 Exchange under the symbol "WHTCF". To learn more about the Company, please visit: www.well.company. About HEALWELL AI Inc. HEALWELL is a healthcare artificial intelligence company focused preventative care. Its mission is to improve healthcare and save lives through early identification and detection of disease. Using its own proprietary technology, HEALWELL is developing and commercializing advanced clinical decision support systems that can help healthcare 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 Exchange under the symbol "HWAIF". To learn more about HEALWELL, please visit https://healwell.ai/. About Orion Health Orion Health is a global healthcare technology company focused on reimagining healthcare for all. Orion Health is leading the change in digital health with health and care organizations to improve the wellbeing of every individual with its world leading Unified Healthcare Platform. Made up of a Virtuoso digital front door, Amadeus digital care record, and Orchestral health intelligence platform - each underpinned by extensive health and social data sets, machine learning, and 30 years of innovation focused purely on improving global well-being. To learn more about Orion Health, please visit www.orionhealth.com. This news release contains "Forward-Looking Information" within the meaning of applicable Canadian securities laws, including, without limitation: HEALWELL's completion of its proposed acquisition of Orion Health; WELL's proposed exercise of the Call Right; consolidation of HEALWELL starting in Q2-2025; anticipated closing date of the Orion Health acquisition; anticipated future financial performance, strategies and efficiencies of WELL, HEALWELL and Orion Health; anticipated creation of a larger, scalable business with substantial growth and value creation; proposed appointment of two additional directors; synergies between the product and service offerings of WELL, HEALWELL and Orion Health and the markets they serve; potential operational efficiencies and cost savings resulting from shared services with WELL, HEALWELL and Orion Health; and future non-diluted and fully-diluted share numbers and percentages. Forward-Looking Information is based on a number of estimates and assumptions are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond WELL's control, which could cause actual results and events to differ materially from those disclosed in this news release. Forward-Looking Information generally can be identified by the use of forward-looking words such as "may", "should", "will", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe", "goal" or "continue", or the negative thereof or similar variations. Forward-Looking Information involves known and unknown risks, uncertainties and other factors that may cause future results, performance, or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by the Forward-Looking Information and the Forward-Looking Information is not a guarantee of future results or performance. WELL's comments expressed or implied by such Forward-Looking Information are subject to a number of risks, uncertainties, and conditions, many of which are outside of WELL's control, and undue reliance should not be placed on such information. Forward-Looking Information are qualified in their entirety by inherent risks and uncertainties, including, but not limited to: HEALWELL's completion of its acquisition of Orion Health and the anticipated timeline for closing; WELL's ability to duly exercise the call right; WELL and HEALWELL's and ability to integrate the acquired businesses, products and services with its own; the anticipated terms of any shared services arrangement with WELL, HEALWELL and Orion Health; trends in customer growth; WELL, HEALWELL and Orion Health's ability to develop new technologies and the timelines on which they can be developed; new technologies functioning as expected; customers adopting and using new technologies and services as expected; the need to develop increasingly innovative products and services; competition in the industry; the stability of general economic and market conditions; WELL, HEALWELL and Orion Health's ability to comply with applicable laws and regulations; WELL, HEALWELL and Orion Health's continued compliance with third party intellectual property rights; direct and indirect material adverse effects from adverse market conditions; risks inherent in the primary healthcare sector in general; regulatory and legislative changes; litigation risk; that future results may vary from historical results; that market competition may affect the business, results and financial condition of WELL and other risk factors identified in documents filed by WELL under its profile at www.sedarplus.ca, including its most recent Annual Information Form and its most recent Management, Discussion and Analysis. Except as required by securities law, WELL does not assume any obligation to update or revise any forward-looking information, whether as a result of new information, events or otherwise. This news release contains future-oriented financial information and financial outlook information (collectively, "FOFI") about WELL's expected increase in revenue, Adjusted EBITDA1 and EBITDA3 as a result of the financial position of HEALWELL and Orion Health(2) on a post-closing basis, all of which are subject to the same assumptions, risk factors, limitations, and qualifications as set out in the above paragraphs. The actual financial results of WELL, HEALWELL and Orion Health on a post-closing basis may vary from the amounts set out herein and such variation may be material. WELL and its management believe that the FOFI has been prepared on a reasonable basis, reflecting management's best estimates and judgments. However, because this information is subjective and subject to numerous risks, it should not be relied on as necessarily indicative of future results. Except as required by applicable securities laws, WELL undertakes no obligation to update such FOFI. FOFI contained in this news release was made as of the date hereof and was provided for the purpose of providing further information about WELL's anticipated future business operations on a post-closing basis. Readers are cautioned that the FOFI contained in this news release should not be used for purposes other than for which it is disclosed herein. View original content to download multimedia:https://www.prnewswire.com/news-releases/well-health-to-exercise-call-right-and-acquire-majority-controlling-interest-in-healwell-ai-concurrent-with-healwells-proposed-acquisition-of-orion-health-302415376.html SOURCE WELL Health Technologies Corp. WHTCFWELL Health Technologies Corp$3.06-11.3%OverviewMarket News and Data brought to you by Benzinga APIs

WELL HEALTH TECHNOLOGIES CORP. EARLY WARNING NEWS RELEASE - WELL Health Technologies (OTC:WHTCF)

VANCOUVER, BC, April 1, 2025 /PRNewswire/ - WELL Health Technologies Corp. WELL WHTCF ("WELL"), of 550-375 Water Street, Vancouver, British Columbia V6B 5C6, issues this press release pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues and National Instrument 62-104 - Take Over Bids and Issuer Bids in connection with the acquisition of securities. Exercise of Call Right On October 1, 2023, WELL and the founding shareholders of HEALWELL AI Inc. ("HEALWELL"), Dr. Sven Grail ("Dr. Grail") and Dr. George Christodoulou ("Dr. Christodoulou"), entered into a call option agreement (the "Call Option Agreement"), under which WELL was granted a call option (the "Call Right") to acquire up to 30.8 million Subordinate Voting Shares of HEALWELL (each, a "HEALWELL Share") and 30.8 million Multiple Voting Shares of HEALWELL (each, a "MVS") from Dr. Grail and Dr. Christodoulou. Dr. Grail, together with his affiliates, owns 15.4 million HEALWELL Shares and 15.4 million MVSs subject to the Call Right and Dr. Christodoulou, together with his affiliates, owns 15.4 million HEALWELL Shares and 15.4 million MVSs subject to the Call Right (together, the "Optioned Shares"). The Call Right was exercisable until October 1, 2026 and its exercise was conditional on the achievement by HEALWELL of a number of performance milestones designed to demonstrate improvements in HEALWELL's financial and capital markets performance, as well as obtaining any required Toronto Stock Exchange or regulatory approvals. The Call Right could only be exercised in pairs, such that WELL had to concurrently acquire a HEALWELL Share and a MVS. Pursuant to the Call Option Agreement, on exercise of the Call Right, the price per security paid for the Optioned Shares was $0.125 per HEALWELL Share and $0.0001 per MVS. Additional information with respect to the Call Option Agreement and its material terms can be found in WELL's early warning report dated October 1, 2023, and in WELL's Notice of Meeting and Management Information Circular dated August 21, 2023 which is available on www.sedarplus.ca. On December 16, 2024, HEALWELL and Orion Health Holdings Limited ("Orion Health") entered into a share purchase agreement, pursuant to which HEALWELL agreed to acquire 100% of the shares of Orion Health for consideration of approximately NZ$175 million, subject to certain adjustments (the "OHHL Acquisition"). HEALWELL closed the OHHL Acquisition on April 1, 2025. WELL amended the terms of the Call Option Agreement to enable WELL to exercise the Call Right concurrent with the closing of the OHHL Acquisition (the "Closing"). Concurrently with the Closing, WELL exercised the Call Right. Prior to the Closing and the exercise of the Call Right, WELL held beneficial ownership, directly or indirectly, or exercised control or direction over 65,923,161 HEALWELL Shares and 500,000 subscription receipts (each, a "Subscription Receipt"), each Subscription Receipt entitling WELL to receive, upon satisfaction of certain release conditions (namely, the closing of the OHHL Acquisition), and for no further consideration, one unit of HEALWELL, each unit consisting of one HEALWELL Share and one half of one share purchase warrant, with each whole share purchase warrant (each, a "Warrant") exercisable into one HEALWELL Share at the exercise price of $2.50 for a period of 36 months from closing (representing approximately 30.9% of the issued and outstanding HEALWELL Shares on a non-diluted basis, and 13.4% of the voting rights attached to the HEALWELL Shares and MVSs, based on 213,166,393 HEALWELL Shares and 30,800,000 MVSs outstanding. Immediately following the Closing and the exercise of the Call Right whereby all of the Optioned Shares were acquired by WELL, WELL owned, or exercise control or direction over 97,223,161 HEALWELL Shares, 30,800,000 MVSs and 250,000 Warrants. HEALWELL had 261,547,371 HEALWELL Shares issued and outstanding on the Closing, following the issuance of 35,643,478 HEALWELL Shares to the vendor in the OHHL Acquisition, and 12,737,500 HEALWELL Shares in connection with the conversion of all 12,737,500 Subscription Receipts as part of the $25.5 million equity financing used to partially finance the purchase price of Orion Health. Following the exercise of the Call Right, WELL owned 97,473,161 HEALWELL Shares and 30,800,000 MVSs or approximately 37% of the economic interest and approximately 69% of the voting rights in HEALWELL on a partially-diluted basis1. Each MVS has nine votes per share and each HEALWELL Share has one vote per share. WELL was approved as a control person of HEALWELL by resolutions of the shareholders of HEALWELL, on a disinterested basis, on September 21, 2023. The Toronto Stock Exchange subsequently approved WELL as a control person of HEALWELL on October 6, 2023. WELL acquired the HEALWELL Shares and MVSs concurrent with the closing of the OHHL Acquisition and will hold the HEALWELL Shares and MVSs for investment purposes. WELL intends to review its investment in HEALWELL on a continuing basis and may, from time to time and at any time subject to compliance with applicable securities laws, and depending on market and other conditions, acquire or dispose of equity, debt or other securities of HEALWELL through open market transactions, private placements and other privately negotiated transactions, or otherwise, in each case, depending on a number of factors, including general market and economic conditions and other factors and conditions WELL deems appropriate. WELL is incorporated under the laws of the Province of British Columbia with a registered address of Bentall 5, 550 Burrard Street, Suite 2501, Vancouver, British Columbia V6C 2B5, Canada. HEALWELL is incorporated under the federal laws of Canada with a registered address of 460 College Street, Unit 301, Toronto, Ontario M6G 1A1, Canada. A copy of WELL's early warning report dated April 1, 2025 will be made available on www.sedarplus.ca under HEALWELL's profile. 1 Includes 250,000 Warrants beneficially owned by WELL that will be convertible within 60 days of this report assuming the exercise of the Call Right. View original content to download multimedia:https://www.prnewswire.com/news-releases/well-health-technologies-corp-early-warning-news-release-302417579.html SOURCE WELL Health Technologies Corp. WHTCFWELL Health Technologies Corp$3.066.54%OverviewMarket News and Data brought to you by Benzinga APIs

WELL Health to Exercise Call Right and Acquire Majority Controlling Interest in HEALWELL AI concurrent with HEALWELL's Proposed Acquisition of Orion Health By Investing.com

VANCOUVER, BC, March 31, 2025 /PRNewswire/ - WELL Health Technologies Corp. (TSX: WELL) (OTCQX: WHTCF) ("WELL" or the "Company"), a digital healthcare company focused on positively impacting health outcomes by leveraging technology to empower healthcare practitioners and their patients globally, announces that it intends to amend and exercise its call right (the "Call Right") and acquire a majority controlling interest in HEALWELL AI Inc. ("HEALWELL"), a healthcare artificial intelligence company focused on preventative care, concurrent with the anticipated closing of HEALWELL's proposed acquisition of Auckland, New Zealand-based Orion Health Holdings Limited ("Orion Health") on April 1, 2025. Orion Health is a subscription license and services revenue business serving marquee public sector clients globally with data interoperability and healthcare navigation products and services. Exercise of Call Right Following the exercise of the Call Right and acquisition of majority control of HEALWELL, WELL will begin to consolidate the financial results of HEALWELL under International Financial Reporting Standards (IFRS) as a subsidiary of the Company from April 1, 2025 forward. WELL anticipates HEALWELL to contribute approximately $160 million in revenue with positive Adjusted EBITDA to WELL's consolidated financial statements over the next 12 months. Hamed Shahbazi, Founder and CEO of WELL, commented, "The exercise of the call right represents a key milestone for WELL's strategic investment in HEALWELL since WELL first acquired an interest in HEALWELL in 2023. By combining our scale and national footprint with HEALWELL's expertise in AI and Orion's experience in implementing global health information systems, we believe we are well-positioned to deliver cutting-edge AI-enabled solutions that will enhance patient care and drive innovation." WELL intends to amend the terms of the call option agreement (the "Call Option Agreement") dated October 1, 2023 among WELL, HEALWELL, and the original founders of HEALWELL, to permit the exercise of WELL's previously announced Call Right to acquire 30.8 million Class A Subordinate Voting Shares of HEALWELL (each, a "SVS") and 30.8 million Class B Multiple Voting Shares of HEALWELL (each, a "MVS"). Additional information with respect to the Call Option Agreement and its material terms can be found in WELL's early warning report dated October 3, 2023, and HEALWELL's Notice of Meeting and Management Information Circular dated August 21, 2023, which are available on sedarplus.ca. It is anticipated that HEALWELL will have 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 and 12,737,500 SVSs in connection with the conversion of all 12,737,500 subscription receipts as part of the $25.5 million equity financing used to partially finance the purchase price of Orion Health. Following the exercise of the Call Right and the Corporate Action (as described below), it is anticipated that WELL will own 97,223,161 SVSs and 30,800,000 MVSs or approximately 37.3% of the economic interest and approximately 69.6% of the voting rights in HEALWELL on a non-diluted basis and approximately 28.7% of the economic interest and approximately 60.8% of the voting rights in HEALWELL on a fully-diluted basis. Each MVS has nine votes per share and each SVS has one vote per share. Summary of HEALWELL's Proposed Acquisition of Orion Health On December 16, 2024, HEALWELL and Orion Health entered into a share purchase agreement, pursuant to which HEALWELL agreed to acquire 100% of the shares of Orion Health for total consideration of approximately $175 million, subject to certain adjustments. Orion Health has close to 400 employees with offices in 11 countries globally. Its software solutions currently support over 70 public and private sector customers representing a population of 150 million lives world-wide. Orion Health is expected to generate over $100 million in revenues mostly from subscription licenses and services with strong double digit Adjusted EBITDA margins. HEALWELL's acquisition of Orion Health will provide opportunities for global health systems to access HEALWELL's best-in-class AI technology to deliver actionable insights and drive better healthcare outcomes, and significantly scales HEALWELL's platform by deepening its penetration into the public sector, supported by Orion Health's long-standing government relationships and broader customer base. Moreover, it will help unlock substantial revenue synergy potential, as well as improved operational efficiencies and cost savings, through shared services with WELL. Collectively, these advantages will strengthen WELL's financial profile, creating a larger, scalable business with substantial growth and value creation potential. On HEALWELL's acquisition of Orion Health, WELL further intends to exercise its director nomination rights under its previously disclosed investor rights agreement (the "Investor Rights Agreement") between WELL and HEALWELL dated October 1, 2023, which permits WELL to nominate a majority of the board of directors of HEALWELL. Consequently, WELL plans to nominate two additional independent directors to the board of directors of HEALWELL. WELL anticipates that Hamed Shahbazi will remain as a director and Chair of the board of directors of HEALWELL, and Erik Danudjaja, currently the Senior Associate of Corporate Development and Strategy of WELL, will remain as a director of HEALWELL. Additional information with respect to the Investor Rights Agreement and its material terms can be found in HEALWELL's Notice of Meeting and Management Information Circular dated August 21, 2023, which is available on sedarplus.ca. Exercise of Warrants and Conversion of Debentures Additionally, on March 26, 2025, WELL exercised the remainder of its 20,000,000 share purchase warrants to acquire an aggregate of 20,000,000 SVSs at a price of $0.20 per share and 312,500 share purchase warrants to acquire an aggregate of 312,500 SVSs at a price of $1.20 per share and has converted all of its convertible debentures and interest accrued thereon into an aggregate of 22,969,863 SVSs at a conversion price of $0.20 per share (collectively, the "Corporate Action"). As of the date hereof, and prior to the exercise of the Call Right and acquisition of Orion Health, WELL directly owned and controlled 65,923,161 SVSs and 500,000 subscription receipts (each, a "Subscription Receipt"), each of which entitles WELL to receive, upon the closing of the acquisition of Orion Health and for no additional consideration, one unit of HEALWELL consisting of one SVS and one-half of one SVS share purchase warrant, with each whole warrant exercisable at a price of $2.50 for a period of 36 months. As of the date hereof and based on 213,166,393 SVSs issued and outstanding, WELL directly owned and controlled approximately 30.9 % of HEALWELL's issued and outstanding SVSs on a non-diluted basis. WELL was approved as a control person of HEALWELL by resolutions of the shareholders of HEALWELL, on a disinterested basis, on September 21, 2023. The TSX subsequently approved WELL as a control person of HEALWELL on October 6, 2023. WELL's mission is to tech-enable healthcare providers. We do this by developing the best technologies, services, and support available, which ensures healthcare providers are empowered to positively impact patient outcomes. WELL's comprehensive healthcare 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 41,000 healthcare providers between the US and Canada and power the largest owned and operated healthcare ecosystem in Canada with more than 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 Exchange under the symbol "WHTCF". To learn more about the Company, please visit: www.well.company. About HEALWELL AI Inc. HEALWELL is a healthcare artificial intelligence company focused preventative care. Its mission is to improve healthcare and save lives through early identification and detection of disease. Using its own proprietary technology, HEALWELL is developing and commercializing advanced clinical decision support systems that can help healthcare 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 Exchange under the symbol "HWAIF". To learn more about HEALWELL, please visit https://healwell.ai/. About Orion Health Orion Health is a global healthcare technology company focused on reimagining healthcare for all. Orion Health is leading the change in digital health with health and care organizations to improve the wellbeing of every individual with its world leading Unified Healthcare Platform. Made up of a Virtuoso digital front door, Amadeus digital care record, and Orchestral health intelligence platform - each underpinned by extensive health and social data sets, machine learning, and 30 years of innovation focused purely on improving global well-being. To learn more about Orion Health, please visit www.orionhealth.com. Forward Looking Statements This news release contains "Forward-Looking Information" within the meaning of applicable Canadian securities laws, including, without limitation: HEALWELL's completion of its proposed acquisition of Orion Health; WELL's proposed exercise of the Call Right; consolidation of HEALWELL starting in Q2-2025; anticipated closing date of the Orion Health acquisition; anticipated future financial performance, strategies and efficiencies of WELL, HEALWELL and Orion Health; anticipated creation of a larger, scalable business with substantial growth and value creation; proposed appointment of two additional directors; synergies between the product and service offerings of WELL, HEALWELL and Orion Health and the markets they serve; potential operational efficiencies and cost savings resulting from shared services with WELL, HEALWELL and Orion Health; and future non-diluted and fully-diluted share numbers and percentages. Forward-Looking Information is based on a number of estimates and assumptions are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond WELL's control, which could cause actual results and events to differ materially from those disclosed in this news release. Forward-Looking Information generally can be identified by the use of forward-looking words such as "may", "should", "will", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe", "goal" or "continue", or the negative thereof or similar variations. Forward-Looking Information involves known and unknown risks, uncertainties and other factors that may cause future results, performance, or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by the Forward-Looking Information and the Forward-Looking Information is not a guarantee of future results or performance. WELL's comments expressed or implied by such Forward-Looking Information are subject to a number of risks, uncertainties, and conditions, many of which are outside of WELL's control, and undue reliance should not be placed on such information. Forward-Looking Information are qualified in their entirety by inherent risks and uncertainties, including, but not limited to: HEALWELL's completion of its acquisition of Orion Health and the anticipated timeline for closing; WELL's ability to duly exercise the call right; WELL and HEALWELL's and ability to integrate the acquired businesses, products and services with its own; the anticipated terms of any shared services arrangement with WELL, HEALWELL and Orion Health; trends in customer growth; WELL, HEALWELL and Orion Health's ability to develop new technologies and the timelines on which they can be developed; new technologies functioning as expected; customers adopting and using new technologies and services as expected; the need to develop increasingly innovative products and services; competition in the industry; the stability of general economic and market conditions; WELL, HEALWELL and Orion Health's ability to comply with applicable laws and regulations; WELL, HEALWELL and Orion Health's continued compliance with third party intellectual property rights; direct and indirect material adverse effects from adverse market conditions; risks inherent in the primary healthcare sector in general; regulatory and legislative changes; litigation risk; that future results may vary from historical results; that market competition may affect the business, results and financial condition of WELL and other risk factors identified in documents filed by WELL under its profile at www.sedarplus.ca, including its most recent Annual Information Form and its most recent Management, Discussion and Analysis. Except as required by securities law, WELL does not assume any obligation to update or revise any forward-looking information, whether as a result of new information, events or otherwise. This news release contains future-oriented financial information and financial outlook information (collectively, "FOFI") about WELL's expected increase in revenue, Adjusted EBITDA and EBITDA as a result of the financial position of HEALWELL and Orion Health on a post-closing basis, all of which are subject to the same assumptions, risk factors, limitations, and qualifications as set out in the above paragraphs. The actual financial results of WELL, HEALWELL and Orion Health on a post-closing basis may vary from the amounts set out herein and such variation may be material. WELL and its management believe that the FOFI has been prepared on a reasonable basis, reflecting management's best estimates and judgments. However, because this information is subjective and subject to numerous risks, it should not be relied on as necessarily indicative of future results. Except as required by applicable securities laws, WELL undertakes no obligation to update such FOFI. FOFI contained in this news release was made as of the date hereof and was provided for the purpose of providing further information about WELL's anticipated future business operations on a post-closing basis. Readers are cautioned that the FOFI contained in this news release should not be used for purposes other than for which it is disclosed herein.

HEALWELL Completes Acquisition of Orion Health, Becoming a Global Leader in Healthcare Data Interoperability and Artificial Intelligence By Investing.com

Toronto, Ontario--(Newsfile Corp. - April 1, 2025) - HEALWELL AI Inc. (TSX: AIDX) (OTCQX: HWAIF) ("HEALWELL" or the "Company"), a healthcare artificial intelligence company focused on preventative care, is pleased to announce the Company has acquired all of the ordinary shares of Orion Health, a global healthcare intelligence platform serving marque public sector clients, for total consideration of approximately NZD$175 million plus a performance based earn-out of up to a further NZD$25 million (the "Transaction") in accordance with the share purchase agreement dated December 16, 2024, as amended (the "Agreement"), among the Company, HEALWELL New Zealand Limited, Orion Health, McCrae International Limited ("McCrae International"), and McCrae Limited (the "Vendor"). Dr. Alexander Dobranowski, CEO of HEALWELL, commented, "We are thrilled to welcome Orion Health to the HEALWELL family and are excited at the potential of creating a powerhouse of innovation that will deliver actionable insights and drive better healthcare outcomes globally. The acquisition of Orion Health represents a transformative milestone for the Company, bringing large enterprise customers, recurring revenues, strong operating margins and free cashflow conversion to HEALWELL while providing a significant new channel for the distribution of our best-in-class AI products. In addition, the acquisition strengthens our position in the public sector, enabling us to deepen our reach with government partners, thanks to Orion Health's strong, long-standing relationships. With the added synergies from WELL Health, we are poised to transform healthcare through AI and data-driven innovation." Brad Porter, CEO of Orion Health, commented, "We are delighted to be joining forces with HEALWELL and delivering on our combined mission of revolutionizing healthcare through AI and data driven innovation. AI-driven insights have the potential to revolutionize how healthcare providers interact with data, leading to improved decision-making, better patient outcomes, and more efficient care delivery. By leveraging HEALWELL's expertise in AI, and Orion Health's R&D in New Zealand, we will enhance our Virtuoso and Amadeus platforms, ensuring healthcare organizations worldwide have access to the most advanced tools for care coordination and population health management. We are truly excited with the potential of our combined platforms and capabilities and look forward to the bright future ahead." The acquisition of Orion Health provides new opportunities for global health systems to access HEALWELL's best-in-class AI technology delivering actionable insights and driving better healthcare outcomes. It unlocks substantial revenue synergy potential, as well as improved operational efficiencies and cost savings through shared services with WELL Health Technologies Corp. ("WELL Health") (TSX: WELL). Collectively, these advantages strengthen HEALWELL's financial profile, creating a larger, scalable business with substantial growth and value creation potential. Transaction Details The purchase price for the Transaction was approximately NZD$175 million plus a performance based earn-out of up to a further NZD$25 million. Approximately NZD$105 million was paid in cash and an additional NZD$70 million (converted into Canadian dollars) was paid through the issuance of 35,643,478 Class A Subordinate Voting Shares (each, a "Share") at an agreed upon price of C$1.61 per Share, of which 78.6% of such Shares are subject to certain voluntary resale and trading restrictions. The earn-out is a three-year performance-based earn-out of up to NZD$25 million, with up to 50% of the amount payable, at the Vendor's option, in Shares based on the 10-day VWAP of the Shares prior to the applicable payment date. The earn-out is contingent upon Orion Health's ability to achieve Normalized EBITDA (as calculated in the Agreement) greater than NZ$20 million for each 12-month period. The purchase price was partially funded via a subscription receipt equity offering of approximately C$25.5 million at a price of C$2.00 per subscription receipt (the "Equity Offering"), and a subscription receipt convertible debt offering of approximately C$27.3 million at a price of C$910 per debt subscription receipt (the "Debt Offering"), both of which were co-led by Eight Capital and Scotia Capital Inc., as lead underwriters and joint bookrunners, together with a syndicate of underwriters. On closing of the Transaction: (i) the subscription receipts from the Equity Offering converted into 12,737,500 units of the Company (the "Units"), with each Unit entitling the holder thereof to one Share and one-half of one Share purchase warrant, with each whole warrant exercisable at a price of C$2.50 for a period of 36 months following the closing of the Equity Offering, and (ii) the subscription receipts from the Debt Offering converted into 30,000 convertible debentures in the principal amount of $1,000, each bearing interest at a rate of 10% per year, payable semi-annually in arears and maturing on December 31, 2029, all without any further action required on the part of the subscription receipt holders. The principal amount under the convertible debentures is convertible into Shares at a conversion price of C$2.40 per Share. In addition, the purchase price was financed in part by a senior credit facility for an amount of up to C$50,000,000. The facility was provided by a syndicate of banks led by the Bank of Nova Scotia and inclusive of Royal Bank of Canada (collectively, the "Lenders") and documented by way of a credit agreement dated March 4, 2025 (the "Credit Agreement"). The Credit Agreement matures on March 4, 2028. Security for the credit facility is comprised of security over all present and after-acquired property of each obligor under the Credit Agreement. The terms of the Credit Agreement are customary for a transaction of this nature. Following the closing of the Transaction (the "Closing") and Equity Offering, there were 261,547,371 Shares issued and outstanding on a non-diluted basis (339,778,565 Shares issued and outstanding on a fully-diluted basis). In connection with the Transaction, the Company granted the Vendor a right to nominate a single member of the board of directors of the Company for so long as the Vendor (including any affiliates) holds over 66.7% of the Shares issued to the Vendor on closing of the Agreement (the "Threshold Share Percentage"). WELL Health has also entered into a Voting Support Agreement to vote its shares in favor of the appointment of the Vendor's nominee so long as the Vendor holds the Threshold Share Percentage. New Directors The Company is excited to announce that it has expanded its board of directors through the appointment of Ian Richard McCrae, and has appointed Tina Raja and Sam Englebardt as directors of the Company following the resignations of Bashar Al-Rehany and Kingsley Ward. The Company thanks Mr. Al-Rehany and Mr. Ward for their services and wishes them success in their future endeavours. Following these changes, the Company's board is now comprised of six directors. Ian Richard McCrae Mr. McCrae is the founder of Orion Health and sole Vendor in the Transaction. He previously worked as a Scientist for the NZ Department of Scientific and Industrial Resource before later completing a Masters in Engineering Sciences. Ian went on to work for Imagineering and Ernst & Young before founding Orion Health in 1993. In 2010, Ian received a World Class New Zealander award and in 2014 Orion Health became the first company to win the NZ Supreme Hi-Tech Company of the Year for the second time. In 2023, Ian was inducted as a Flying Kiwi into the New Zealand Hi-Tech Hall of Fame. Tina Raja Tina Raja most recently served as a Partner, and the Head of Business Development and Capital Formation at 26North Partners - a next generation multi-asset class investment platform. Prior to this, she served as a Managing Director at Blackstone in the Tactical Opportunities group, where she led European Business Development & Investor Relations across - Tactical Opportunities, Growth Equity and Insurance Solutions. Previously, she also served as Head of Co-Investments and Investor Relations at Gemcorp Capital LLP starting in 2015. Ms. Raja began her career in 2008 as an analyst at Goldman Sachs. Raised in London, Ms. Raja earned a BA(Hons) degree in Economics from the University of Nottingham. In 2017, Ms. Raja was recognized in the inaugural Europe Forbes 30 under 30 list for her contributions to the Finance Industry. She also serves as a Young Advisory Director on the board for The Metropolitan Opera and the Global Council of The American Ballet Theatre. Sam Englebardt Mr. Englebardt is a media and technology investor and content producer who is a Co-Founder and Partner at Galaxy Digital Holdings Ltd. (TSX: GLXY), a publicly traded merchant bank focused on the institutionalization of digital assets. Mr. Englebardt is also the founding General Partner of Galaxy's Interactive division; now investing from its third venture fund, with over $800mm of AUM, Galaxy Interactive invests in opportunities resulting from the convergence of our digital and physical lives, including healthcare. Prior to Galaxy Digital, Mr. Englebardt was a Partner and Managing Director at Lambert Media Group (LMG) from 2007 - 2016, where he sourced and managed a portfolio of media-sector private equity investments including Rave Cinemas (sold to Cinemark in 2013). In addition to several private Boards, Mr. Englebardt is on the Board of Directors of iHeart Media (NASDAQ: IHRT). Mr. Englebardt earned his J.D. from Harvard Law School and studied philosophy, political science and economics at Oxford University and the University of Colorado at Boulder, from which he graduated summa cum laude and Phi Beta Kappa. Early Warning Report Disclosure This press release is also being issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues ("NI 62-103") in connection with the issuance of the Shares to the Vendor and McCrae International. In connection with the issuance, McCrae International will file, together with the Vendor and Ian McCrae (the sole shareholder of the Vendor and McCrae International (collectively, the "Vendor Parties"), as joint actors, an early warning report pursuant to NI 62-103 with the securities regulators in each of the provinces of Canada with respect to the foregoing matters, a copy of which will be available under the Company's profile at www.sedarplus.ca. A copy of early warning report may also be obtained by contacting Luke Hills at [email protected] Immediately prior to the Closing, the Vendor Parties did not beneficially own, directly or indirectly, or exercise control or direction over, any Shares or any securities convertible into or exercisable for Shares. Immediately following the Closing, the Vendor Parties acquired beneficial ownership, directly or indirectly, or exercised control or direction, over an aggregate of 35,643,478 Shares (representing approximately 13.6% of the issued and outstanding Shares on a non-diluted basis, and 6.6% of the voting rights attached to the Shares and HEALWELL's Class B Multiple Voting Shares (the "MVS"), based on 261,547,371 Shares and 30,800,000 MVSs outstanding immediately following the Closing), such aggregate shareholdings being comprised of: The Vendor Parties acquired the Shares in partial satisfaction of the purchase price in connection with the Transaction and will hold the Shares for investment purposes. The Vendor Parties intend to review its investment in HEALWELL on a continuing basis and may, from time to time and at any time, and depending on market and other conditions, acquire or dispose of equity, debt or other securities of HEALWELL through open market transactions, private placements and other privately negotiated transactions, or otherwise, in each case, depending on a number of factors, including general market and economic conditions and other factors and conditions the Vendor Parties deem appropriate, including the contractual resale restrictions applicable to the Vendor Parties' Shares. The Vendor is a party incorporated under the laws of New Zealand with a registered address of c/o Baker Accounting Limited, 208 Ponsonby Road, Ponsonby, Auckland, 1011, New Zealand. McCrae International is a party incorporated under the laws of New Zealand with a registered address of c/o Baker Accounting Limited, 208 Ponsonby Road, Ponsonby, Auckland, 1011, New Zealand. Other Information J.P. Morgan acted as financial advisor to HEALWELL in addition to Eight Capital and Scotia Capital who co-led the Company's bought deal subscription receipts financing. Cozen O'Connor LLP (M&A), Gardiner Roberts LLP (equity financing), MinterEllisonRuddWatts (New Zealand), Norton Rose Fullbright LLP (international due diligence), and Blakes, Cassels & Graydon LLP (financial services) acted as legal advisors to HEALWELL and KPMG LLP (New Zealand) acted as tax advisor to HEALWELL. Gowling WLG (Canada) LLP and Bell Gully Services Limited acted as legal advisors to Orion Health. Deloitte New Zealand acted as tax advisor to Orion Health. For more information on the Transaction, please see the Company's news releases dated December 16, 2024, December 17, 2024, January 14, 2025, January 21, 2025, January 28, 2025 and February 10, 2025 available on SEDAR+. For more information on the Equity Offering and the Debt Offering, please see the Company's news releases dated January 21, 2025 and January 28, 2025, respectively. HEALWELL is a healthcare artificial intelligence company focused preventative care. Its mission is to improve healthcare 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 healthcare 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 TSX under the symbol "AIDX" and on the OTC Exchange under the symbol "HWAIF". To learn more about HEALWELL, please visit https://healwell.ai/. About ORION HEALTH Orion Health is a global healthcare technology company focused on reimagining healthcare for all. Orion Health is leading the change in digital health with health and care organizations to improve the wellbeing of every individual with our world leading Unified Healthcare Platform. Made up of a Virtuoso digital front door, Amadeus digital care record, and Orchestral health intelligence platform - each underpinned by extensive health and social data sets, machine learning, and 30 years of innovation focused purely on improving global well-being. www.orionhealth.com. Forward-Looking Statements Certain statements in this press release, constitute "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable Canadian securities laws and are based on assumptions, expectations, estimates and projections as of the date of this press release. Forward-looking statements in this press release include statements with respect to, among other things, the anticipated future financial performance and growth of Orion Health and HEALWELL; anticipated growth of material amounts of additional customers, recurring revenues, margins, and free cashflow from the transaction; potential opportunities for synergies between the product and service offerings of HEALWELL, Orion Health and WELL Health and the markets they serve. Forward-looking statements are often, but not always, identified by words or phrases such as "to acquire", "position", "opportunity", "expected", "creating", "transform", "anticipate" or variations of such words and phrases or statements that certain future conditions, actions, events or results "will", "may", "could", "would", "should", "might" or "can" be taken, occur or be achieved, or the negative of any of these terms . Forward-looking statements are necessarily based upon management's perceptions of historical trends, current conditions and expected future developments, as well as a number of specific factors and assumptions that, while considered reasonable by HEALWELL as of the date of such statements, are outside of HEALWELL's control and are inherently subject to significant business, economic and competitive uncertainties and contingencies which could result in the forward-looking statements ultimately being entirely or partially incorrect or untrue. Forward looking statements contained in this press release are based on various assumptions, including, but not limited to, the following: HEALWELL's ability to successfully integrate and scale Orion Health's business, products and services with its own; HEALWELL's ability to comply with applicable laws and regulations, including HEALWELL's ability to meet and continue to meet the conditions of the Overseas Investment Office of New Zealand as an overseas investor; and that the risk factors noted below, collectively, do not have a material impact on HEALWELL's business, operations, revenues and/or results. By their nature, forward-looking statements are subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections, or conclusions will not prove to be accurate, that assumptions may not be correct, and that objectives, strategic goals and priorities will not be achieved. Known and unknown risk factors, many of which are beyond the control of HEALWELL, could cause the actual results of HEALWELL to differ materially from the results, performance, achievements, or developments expressed or implied by such forward-looking statements. Such risk factors include but are not limited to those factors which are discussed under the section entitled "Risk Factors" in HEALWELL's most recent annual information form dated April 1, 2024, which is available under HEALWELL's SEDAR+ profile at www.sedarplus.ca. The risk factors are not intended to represent a complete list of the factors that could affect HEALWELL and the reader is cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements. There can be no assurance that forward looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are provided for the purpose of providing information about management's expectations and plans relating to the future. HEALWELL disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law. All of the forward-looking statements contained in this press release are qualified by these cautionary statements. Footnote: To view the source version of this press release, please visit https://www.newsfilecorp.com/release/246894