WELL WELL Health Technologies Corp

WELL Health Technologies Corp. (“WELL”) (TSX: WELL, OTCQX: WHTCF), a digital healthcare company focused on positively impacting health outcomes by leveraging technology to empower healthcare providers and their patients globally, and HEALWELL AI Inc. (“HEALWELL”) (TSX: AIDX, OTCQX: HWAIF), a healthcare technology company focused on AI and data science for preventative care, are pleased to announce the appointment of Hamed Shahbazi as Chairman of the Board of HEALWELL. Mr. Hamed Shahbazi is currently the Chairman and CEO of WELL, Canada's largest owner operator of outpatient medical clinics and leading digital health service providing software and services to more than one third of all Canadian physicians. Mr. Shahbazi has served on the Board of HEALWELL since its launch on October 1, 2023. Mr. Shahbazi’s appointment to Chairman of HEALWELL is strategically important for shareholders of both WELL and HEALWELL given WELL’s equity ownership of HEALWELL, its option to become a controlling shareholder based on an option to acquire multi-voting shares (see details below) and the shared objective between the companies to leverage AI and other leading-edge technologies to support healthcare providers.

Hamed Shahbazi, Founder and CEO of WELL commented on his appointment, “As a co-founder of HEALWELL, I am personally very proud and excited to take on the role of Chairman for HEALWELL AI given the enormous importance of the shared mission and objective we have between WELL and HEALWELL. WELL exists to tech enable health care providers and there isn’t a more important objective in our company and industry right now than to support our healthcare providers given the enormous burdens they currently face without adequate tools or assistance. Our objective together with HEALWELL is to create the most advanced and easy to use AI inspired tools that can equip providers with various co-pilots that can help diagnose rare and chronic diseases, improve efficiency of their practice, and help improve patient health outcomes.”

Mr. Shahbazi continued, “WELL has already invested significantly in HEALWELL and we will continue to invest more time, resources and support for the long-term to ensure that HEALWELL is a world class company and leader in delivering AI-powered preventative care to millions of patients.”

Mr. Shahbazi is the Founder, Chief Executive Officer, and Chairman of WELL and has over 25 years of experience as a technology focused operator and executive. Over the past six years, Mr. Shahbazi has led WELL to become the leading digital healthcare company in Canada, profitably approaching one billion dollars in annual revenue and having a significant positive impact on the industry. Previously, he founded TIO Networks a multichannel payment solution provider, specializing in bill payment and other financial services, which was acquired by PayPal in July 2017. Over his career, Mr. Shahbazi has gained extensive experience in strategic mergers & acquisitions, both as an operator and board member with more than 80 successful transactions worth more than $2 billion.

Concurrent to Mr. Shahbazi’s appointment, Mr. Kingsley Ward will be stepping down from HEALWELL’s Chairman position but will continue to serve as an Independent Director on HEALWELL’s board.

Dr. Alexander Dobranowski, Co-founder, and CEO of HEALWELL commented, “I would like to extend my sincerest thanks to Kingsley for his contributions and invaluable leadership as Chairman, especially through the months preceding the debut of HEALWELL. As we continue this exciting journey of building a leading healthcare artificial intelligence company, we are excited to welcome Hamed into the role as Chairman. Hamed's experience as one of the most significant capital allocators in the Canadian corporate landscape and his growing success in building one of the most important health care companies in Canada make him exceptionally well-suited for this role.”

On October 1, 2023, HEALWELL announced a strategic alliance agreement with WELL to accelerate the growth and development of its AI-enabled healthcare technologies and to leverage those technologies for the benefit of the care providers in WELL’s expansive network which not only includes WELL’s own network of outpatient clinics which ranks as the largest in the country but also its provider-centric digital platform which touches more than a third of all care providers in Canada. Subsequent to this announcement, WELL launched its own clinical decision support product branded as “WELL AI Decision Support”. This product leverages artificial intelligence (AI) technologies to help providers enable the earlier diagnosis, treatment, and improved quality of life for patients. The technologies behind WELL AI Decision Support are exclusively developed and supplied by HEALWELL and have been meticulously developed in close collaboration with dedicated physicians, leading researchers, data privacy professionals, pharmaceutical companies, and other domain experts. For more information on WELL AI Decision support, please visit: https://decisionsupport.wellhealth.ai.

WELL is currently the largest shareholder of HEALWELL with an option that would give WELL a control position in HEALWELL, as defined on an IFRS financial reporting basis. WELL currently holds 22.7 million shares of HEALWELL, thereby representing 20.7% of the issued and outstanding voting securities of HEALWELL. WELL’s call option gives WELL the right to acquire up to an additional approximately 30 million Class A Subordinate Voting Shares and the same number of Class B Multiple Voting Shares of the Company. The call option is available to WELL on October 1, 2025, and is exercisable until October 1, 2026, unless HEALWELL meets specific performance milestones designed to demonstrate improvements in financial performance, in which case WELL may exercise its option earlier.

Hamed ShahbaziChief Executive Officer, Chairman and Director WELL Health Technologies Corp.

Dr. Alex Dobranowski,Chief Executive OfficerHEALWELL AI Inc.

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.

About HEALWELL AI Inc.

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. 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 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/.

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 includes without limitation statements relating to HEALWELL’s and WELL’s anticipated benefits and synergies from having Mr. Shahbazi appointed as Chairman, WELL’s expected 2024 revenue; WELL and HEALWELL’s future plans including it’s ability to execute on the strategic alliance agreement to develop and market AI tools and products; HEALWELL’s future growth prospects and business outlook, 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 WELL and HEALWELL as of the date of such statements, are outside of WELL and 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 both WELL and 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 WELL and HEALWELL, could cause the actual results 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 WELL’s most recent annual information form dated March 27, 2023, and in HEALWELL’s preliminary short form base shelf prospectus dated January 19, 2024, both of which are available under their respective SEDAR+ profile at www.sedarplus.com. The risk factors are not intended to represent a complete list of the factors that could affect WELL and 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, WELL and 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:

Tyler BabaManager, Investor Relations,WELL Health Technologies Corp.Phone: 604-628-7266investor@well.company

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