WELL WELL Health Technologies Corp

HEALWELL AI Inc. (“HEALWELL” or the “Company”) (TSX: AIDX, OTCQX: HWAIF), a healthcare technology company focused on AI and data science for preventative care, is pleased to announce it has completed the previously announced acquisition of Intrahealth Systems Limited (“Intrahealth”), a former subsidiary of WELL Health Technologies Corp. (“WELL”) (TSX: WELL), which is an insider of the Company (the “Transaction”). Intrahealth is an advanced SaaS based Electronic Health Records (“EHR”) management platform for small and medium enterprise healthcare organizations across Canada, Australia, and New Zealand. Intrahealth’s robust platform meets the demands of a wide range of clients from a single doctor’s office to a multi-thousand user health institution. Founded in New Zealand and headquartered in Vancouver, B.C., Intrahealth was originally acquired by WELL in April 2021.

Dr. Alexander Dobranowski, CEO of HEALWELL, commented on the acquisition, “We are pleased to complete the acquisition of Intrahealth and excited to welcome the Intrahealth team to HEALWELL. The synergies between our AI capabilities and Intrahealth’s established expertise in EHR technologies presents an unparalleled opportunity to revolutionize the healthcare industry. By combining the power of artificial intelligence with a comprehensive EHR platform, we believe we can unlock enormous potential to enhance patient care and drive better health outcomes, all at lower costs for healthcare systems. The acquisition aligns seamlessly with our commitment to innovation and we are confident that Intrahealth will help us pave the way in redefining the healthcare landscape.”

Intrahealth supports approximately 15,000 healthcare professionals across its global network. In 2024, it is expected that Intrahealth will generate more than $12 million in revenues, achieve over 80% gross margins, and produce positive EBITDA and cashflows. Approximately 70% of Intrahealth’s revenue is generated in Canada and over 80% of its revenue is high margin recurring revenue. In addition to adding mature SaaS revenue, strong positive EBITDA, and increased cashflows, Intrahealth also serves as a platform to showcase the effectiveness of HEALWELL’s industry leading AI solutions. The combination of HEALWELL’s best-in-class AI capabilities combined with Intrahealth’s EHR platform will result in the creation of one of the industry’s first AI powered EHR platforms with next-generation clinical decision support capabilities.

Dorian Prior, President of Intrahealth commented, “We are thrilled to join forces with HEALWELL, a trailblazer in AI technology, and excited with the potential of integrating our products with HEALWELL’s cutting-edge AI technologies. This acquisition represents a significant milestone in Intrahealth’s history as it marks a pivotal moment in our growth trajectory and represents a new chapter in our commitment to advancing healthcare technology. With WELL’s support, we built a solid foundation and now with HEALWELL, we are excited to embark on a new phase of growth, pushing the boundaries of what is possible in healthcare technology.”

Intrahealth is engaged in the business of providing a suite of flexible software solutions to a wide variety of customers including health authorities, hospitals, public health outpatient centres, community health, home care, ambulatory care, and diverse healthcare professionals. Intrahealth provides highly configurable software solutions that also support mobile platforms and seamless access to virtual care/telehealth solutions. Intrahealth’s solutions for hospitals include patient administration systems, bed management, waiting list management, enterprise-wide scheduling, case management, medication management, emergency room operations and ward management, among many other features.

Transaction Details

HEALWELL acquired 100% of the shares outstanding of Intrahealth from WELL for total consideration of approximately $24.2 million, to be paid by HEALWELL as follows: (i) $3.6 million paid in cash on closing; (ii) the issuance of $15 million in Class A subordinated voting shares of HEALWELL (the “Shares”), or 21.7 million Shares, at a deemed price of $0.69 per Share based on the volume weighted average price of the Shares for the five trading days immediately preceding the date of the press release announcing the Transaction; and (iii) $5 million to be paid out over the following 10 months in either cash or Shares, at WELL’s discretion. WELL will also pay an earnout to the prior owners of Intrahealth of approximately $0.6 million due in May 2024.

As part of the Transaction, HEALWELL, WELL and Intrahealth entered into a Transition Services Agreement to ensure a timely and efficient transition of the services of Intrahealth to HEALWELL.

As a result of the completed Transaction, WELL became a new control person of HEALWELL, holding between 22.7 million and 32.7 million Shares depending upon whether WELL elects to receive payment of the post-closing $5 million payment in Shares, thereby representing between 20.7% and 27.3% of the issued and outstanding voting securities of HEALWELL. WELL was approved as a new control person of the Company at its most recent shareholders' meeting.

Dr. Alexander DobranowskiChief Executive OfficerHEALWELL AI Inc.

About HEALWELL

HEALWELL is a healthcare technology company focused on AI and data science for preventative care. Its mission is to improve healthcare and save lives through early identification and detection of disease. As a physician-led organization with a proven management team of experienced executives, 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 (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 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 33,000 healthcare providers between the US and Canada and power the largest owned and operated healthcare ecosystem in Canada with more than 150 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, mental health, revenue cycle management, and practitioner recruiting. WELL is publicly traded on the TSX under the symbol “WELL” and on the OTC Exchange under the symbol “WHTCF”. To learn more about the Company, please visit: www.well.company.

Forward-Looking StatementsCertain 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 includes without limitation statements relating to HEALWELL’s anticipated benefits and synergies from the Transaction, including Intrahealth’s expected 2024 revenues; HEALWELL’s future plans including it’s ability to execute on its strategic goals, including HEALWELL’s ability to identify and close acquisition targets and to launch new AI commercial initiatives, the achievement of profitability and revenue targets; HEALWELL’s future growth prospects and business outlook; the planned growth of HEALWELL’s customer base and the expected growth of operations, and the future conditions of the healthcare and healthcare AI market. Readers are cautioned to not place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements.

Forward-looking statements are often, but not always, identified by words or phrases such as “to become”, “improve”, “growth”, “ensuring”, “continue”, “anticipated”, “expects”, “proceed”, “potential”, “future”, “consider”, “result in”, “increase”, “deliver”, “emerging”, “is poised”, “plan”, “position”, “opportunities”, “expansion”, “exercise”, “ensure”, “achieve”, “acquire”, “complete”, “satisfy”, “entitle”, “subject to” 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: the satisfaction of any additional conditions by the TSX or securities commission. Although HEALWELL’s management believes that the assumptions made and the expectations represented by such information are reasonable, there can be no assurance that the forward-looking statements will prove to be accurate. 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 March 31, 2023, and in the preliminary short form base shelf prospectus dated January 19, 2024, both of which are available under HEALWELL's SEDAR+ profile at www.sedarplus.com. 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. Further, these forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, 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.

For more information:

Pardeep S. SanghaInvestor Relations, HEALWELL AI Inc.Phone: 604-572-6392ir@healwell.ai