Today's News

• 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
  
  
• 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 EBITDA¹ to WELL's consolidated financial statements over the next 12 months.²

Vancouver, BC, April 1, 2025--(T-Net)--WELL Health Technologies (TSX: WELL), a digital healthcare company focused on positively impacting health outcomes by leveraging technology, announced today that it intends to amend and exercise its call right and acquire a majority controlling interest in HEALWELL AI Inc.

HEALWELL is a healthcare artificial intelligence company focused on preventative care. Well Health said in a release that its action will be concurrent with the anticipated additional closing of HEALWELL's proposed acquisition of Auckland, New Zealand-based Orion Health Holdings Limited 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.

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 EBITDA¹ to WELL's consolidated financial statements over the next 12 months.²

Hamed Shahbazi, Chairman & Chief Executive Officer, WELL Health Technologies Corp. (Credit: WELL Health Technologies)

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."

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 Health² is expected to generate over $100 million in revenues mostly from subscription licenses and services with strong double digit Adjusted EBITDA¹ 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 says it further intends to exercise its director nomination rights under its previously disclosed 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.

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 acquirin

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.