HEALWELL To Acquire Orion Health, Creating A Global Market Leader In Healthcare Data Interoperability & AI

• HEALWELL AI has entered into an agreement to acquire
  100% of the shares of Auckland, New Zealand based Orion
  Health Holdings Limited (“Orion
  Health”), a subscription license and services
  revenue business serving marquee public sector clients
  globally with data interoperability and healthcare
  navigation products and services.
• The two
  organisations are perfectly aligned on a combined mission to
  revolutionize healthcare through AI and data-driven
  innovation positioning HEALWELL as a global leader in
  healthcare technology. The integration of HEALWELL’s AI
  into Orion Health’s Amadeus and Virtuoso platforms is
  highly synergistic, unlocking new opportunities in
  population health management, clinical research and
  preventative care.
• Orion Health1 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 Health1 is expected to
  generate over $100m CAD in revenues mostly from subscription
  license and services and over $20m CAD in EBITDA2 in
  calendar 2025.
• HEALWELL will pay approximately $144m
  CAD upfront of which a minimum of $86m CAD will be paid in
  cash and the balance will be paid in HEALWELL stock in
  addition to $20.5m CAD in a 3-year performance earnout to
  acquire Orion Health. The cash portion of the acquisition
  price will be partially funded by a bought deal private
  placement of convertible debentures and subscription
  receipts co-led by Eight Capital and Scotiabank for gross
  proceeds of $50m CAD (the “Offering”),
  with the balance expected to be covered with debt provided
  by a Schedule 1 bank.
• J.P. Morgan acted as financial
  advisor to HEALWELL on the acquisition.

TORONTO,
Dec. 16, 2024 (GLOBE NEWSWIRE) — HEALWELL AI Inc.
(“HEALWELL” or the
“Company”) (TSX: AIDX, OTCQX: HWAIF), a
healthcare artificial intelligence company focused on
preventative care, is pleased to announce that it has
entered into an agreement to acquire 100% of the shares of
Auckland, New Zealand based Orion Health Holdings Limited, a
subscription license and services revenue business serving
marquee public sector clients globally with data
interoperability and healthcare navigation products and
services after the concurrent divestiture of Orion
Health’s divisions that are non-strategic to HEALWELL, for
total consideration of $200m NZD or $165m CAD (the
“Transaction”). The acquisition of
Orion Health and concurrent divestment of non-strategic
divisions will represent a transformative milestone in
HEALWELL’s journey to become a global leader in healthcare
technology and artificial intelligence. Orion Health is
expected to generate revenue of more than $100m CAD with
EBITDA2 of over $20m CAD in calendar 2025.

Orion
Health is a leader in global healthcare technology, with
over 70 worldwide customers in 11 countries. This
acquisition will provide HEALWELL with a significant
muti-jurisdictional platform to deliver its best-in-class
AI-driven solutions by integrating them with Orion
Health’s advanced healthcare data infrastructure
capabilities. Orion Health’s software solutions currently
serve a population approaching 150 million lives globally;
which will materially expand HEALWELL’s footprint to
execute against its mission of early disease
detection.

“The Acquisition of Orion Health is a
major game-changer in the development of HEALWELL’s
trajectory as a company,” said Hamed Shahbazi, Chairman of
HEALWELL. “Orion Health brings significant large
enterprise customers, recurring revenues, strong operating
margins and free cashflow conversion to HEALWELL while
providing a significant new channel for the distribution of
its best-in-class AI products and services. Our
organisations share a vision and mission to revolutionize
healthcare through AI and data-driven innovation. This
transaction will singlehandedly propel HEALWELL into being a
profitable and cash generative company while providing
significant new opportunities for its future capital
allocation and M&A strategy.”

Orion Health is a
global leader in the development and deployment of data
management platforms at scale, delivering healthcare
information intelligence through their advanced Virtuoso
Digital Front Door (DFD) and Amadeus Digital Care Record
(DCR) platforms. Their ability to aggregate data from
multiple sources and knit it together for healthcare
practitioners to have seamless data flow across multiple
complex health systems benefits patients but also delivers
population scale data.

These platforms have won Orion
Health long-term contracts in some of the largest countries
and regions globally. Australia and New Zealand, the NHS in
the UK and North America are their strongest markets with
Canada being their largest regional market. The Province of
Ontario is implementing both the DCR and DFD solutions while
the Province of Alberta has been a DCR customer for more
than 20 years. Orion Health’s Amadeus and Virtuoso
platforms are expected to become key drivers of HEALWELL’s
future growth.

Founder and majority shareholder of
Orion Health, Ian McCrae commented, “Innovation is in
Orion Health’s DNA and HEALWELL inherits two world-class
market-leading solutions in Amadeus and Virtuoso. HEALWELL,
with the resources they have, will take these solutions to a
new level of excellence. HEALWELL’s commitment to
maintaining and investing in R&D in New Zealand was of
huge importance for me. We’re writing a new chapter in
Orion Health’s history and HEALWELL is the right
organisation to take it to the next level and deliver better
healthcare experiences for all.”

Amadeus is a
Digital Care Record (DCR) platform that consolidates patient
data across care settings, enabling enhanced care
coordination and population health management. Virtuoso is a
Digital Front Door (DFD) platform that offers an integrated
patient and population engagement platform, enabling
end-to-end healthcare navigation and management.

Both
Amadeus and Virtuoso platforms are trusted by governments,
health systems, and commercial payers worldwide and bring
proven capabilities to streamline healthcare workflows,
reduce clinician burnout, and improve health
equity.

In Canada, its 20+ year partnership with
Alberta Netcare stands out as one of Orion Health’s
largest DCR implementations, integrating data from over 120
clinical sources to create unified patient records. This
system, with more than 1.2 billion clinician screen views
and 70,000 clinical users, enhances e-referrals and
clinician collaboration across care settings. In Ontario,
the Virtuoso platform underpins the province’s
“digital-first” health policy by supporting Ontario
Health 811, a scalable portal that provides 24/7 health
advice to 15 million users, reducing emergency care
pressures while connecting patients to digital
care.

Dr. Alexander Dobranowski, CEO of HEALWELL,
commented, “We are very pleased to welcome the skilled and
talented Orion Health team to HEALWELL. Together we will
deliver on our combined mission to revolutionize healthcare
through AI and data-driven innovation. The integration of
Amadeus and Virtuoso will position HEALWELL as a global
leader in healthcare technology and artificial intelligence.
These platforms will enable us to deliver unparalleled
solutions that drive efficiency, improve patient outcomes,
and empower healthcare providers worldwide. We look forward
to completing the transaction and delivering long-term value
to our customers, partners, and stakeholders together, as we
redefine what’s possible in healthcare.”

The
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. It also 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, the acquisition will unlock substantial revenue
synergy potential, as well as improved operational
efficiencies and cost savings through shared services with
WELL Health Technologies Corp., HEALWELL’s largest
investor and strategic partner. Collectively, these
advantages will strengthen HEALWELL’s financial profile,
creating a larger, scalable business with substantial growth
and value-creation potential.

Brad Porter, CEO of
Orion Health commented, “This is a transformational moment
in Orion Health’s history, strengthening its position as a
world leader in population health management and combining
it with the powerful AI capabilities of HEALWELL. Joining
the HEALWELL family will make Orion Health stronger than
ever, creating significant momentum. We anticipate that 2025
will be one of our best and most profitable years to date.
There is so much potential with our combined capabilities to
meet unmet health needs in ways that could be game-changing
for the health of entire communities. When we link up data
and insights with AI-assisted action, we will see data
saving lives on a scale not seen before. It’s truly
exciting.”

Transaction Overview

HEALWELL
will acquire 100% of the shares of Orion Health, following
the concurrent divestiture of Orion Health’s non-strategic
assets, for an aggregate purchase price of $175 million NZD
plus a performance based earnout of up to a further $25
million NZD. On closing, HEALWELL will satisfy the purchase
price of $144 million CAD with a combination of $86 million
CAD in cash and $57.4 million CAD in HEALWELL Class A
Subordinate Voting shares (“Shares”)
priced with reference to the related financing. The
Transaction is expected to close on or before April 1st,
2025 subject to regulatory approval, approval from the
Toronto Stock Exchange (the
“Exchange”), divestment of the
non-strategic assets, and exercise of a call option to
consolidate minority share positions in Orion Health with
the major shareholder. The purchase price is expected to be
financed through a combination of up to $50 million CAD in
senior bank debt provided by a Canadian Schedule I bank and
the net proceeds of the Offering. The $57.4 million CAD of
equity issued as part of the purchase price will be issued
at a deemed price of $1.61 per share.

The Offering
will be completed on a “bought deal” private placement
basis and will be co-lead by Eight Capital and Scotiabank,
on behalf of a syndicate of underwriters (the
“Underwriters”). The Offering will
consist of: (i) 10,000,000 subscription receipts of the
Company (the “Subscription Receipts”)
at a price of $2.00 per Subscription Receipt; and (ii)
31,250 convertible debentures of the Company (the
“Convertible Debentures”) by way of
private placement on a “bought deal” basis at a price
per Convertible Debenture of $960, for total gross proceeds
of $50,000,000.

The Convertible Debentures will be
issued with a 4% original issue discount and will be
convertible into Shares at a price of $2.40 per Share. The
Company may force the conversion of all of the principal
amount of the then outstanding Convertible Debentures at a
price of $2.40 per Share on not less than 30 days’ notice
should, at any time following the date that is 4 months and
1 day following the issue date, the daily volume weighted
average trading price of the Shares be greater than $3.85
for any 10 consecutive trading days.

The Convertible
Debentures will bear interest at the rate of 10% per annum,
payable semi-annually in arrears on June 30 and December 31
of each year, beginning on June 30, 2025. The Convertible
Debentures will mature on December 31, 2029, unless earlier
repurchased, redeemed, or converted in accordance with their
terms.

The Convertible Debentures will not be
redeemable at the Company’s option prior to December 31,
2027. On or after January 1, 2028, the Convertible
Debentures will be redeemable at the Company’s option, in
whole or in part, at a price equal to 110% of the principal
amount of the Convertible Debentures to be redeemed, plus
accrued and unpaid interest to, but excluding, the
redemption date.

Each Subscription Receipt will
entitle the holder thereof to receive, upon satisfaction of
the Release Conditions (as defined below), for no additional
consideration, one unit of the Company consisting of one
Share and one-half of one Share purchase warrant, with each
whole warrant exercisable at a price of $2.50 for a period
of 36 months following the closing of the
Offering.

The gross proceeds of the Subscription
Receipt portion of the Offering, less 50% of the
Underwriters’ cash commission (as described below) and
certain expenses of the Underwriters, will be deposited in
escrow on closing of the Offering until the satisfaction of
certain release conditions, including that all conditions
precedent to the Transaction have been met (the
“Release Conditions”). In the event
that the Release Conditions have not been satisfied prior to
5:00 p.m. (Vancouver Time) on June 30, 2025, or the Company
advises the Underwriters or announces to the public that it
does not intend to satisfy the Release Conditions or that
the Transaction has been terminated, the aggregate issue
price of the Subscription Receipts (plus any interest earned
thereon) shall be returned to the applicable holders of the
Subscription Receipts, and such Subscription Receipts shall
be automatically cancelled and be of no further force and
effect.

The Company has granted the Underwriters an
option to offer for sale up to an additional 15% of the
Subscription Receipts, exercisable in whole or in part at
any time for a period of up to 48 hours prior to the closing
date.

Completion of the Offering will be subject to
various conditions, including the approval of the Exchange.
As the Transaction and Offering will exceed 25% of the
number of HEALWELL’s current issued and outstanding
shares, HEALWELL is required to obtain shareholder approval
from shareholders holding at least a majority of the voting
power of the Company.

J.P. Morgan acted as financial
advisor to HEALWELL on the acquisition.

Dr.
Alexander Dobranowski
Chief Executive
Officer
HEALWELL AI Inc.

About
HEALWELL

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 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 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.

• HEALWELL
  AI has entered into an agreement to acquire 100% of the
  shares of Auckland, New Zealand based Orion Health Holdings
  Limited (“Orion Health”), a
  subscription license and services revenue business serving
  marquee public sector clients globally with data
  interoperability and healthcare navigation products and
  services.
• The two organisations are perfectly
  aligned on a combined mission to revolutionize healthcare
  through AI and data-driven innovation positioning HEALWELL
  as a global leader in healthcare technology. The integration
  of HEALWELL’s AI into Orion Health’s Amadeus and
  Virtuoso platforms is highly synergistic, unlocking new
  opportunities in population health management, clinical
  research and preventative care.
• Orion Health1 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 Health1 is
  expected to generate over $100m CAD in revenues mostly from
  subscription license and services and over $20m CAD in
  EBITDA2 in calendar 2025.
• HEALWELL will pay
  approximately $144m CAD upfront of which a minimum of $86m
  CAD will be paid in cash and the balance will be paid in
  HEALWELL stock in addition to $20.5m CAD in a 3-year
  performance earnout to acquire Orion Health. The cash
  portion of the acquisition price will be partially funded by
  a bought deal private placement of convertible debentures
  and subscription receipts co-led by Eight Capital and
  Scotiabank for gross proceeds of $50m CAD (the
  “Offering”), with the balance expected
  to be covered with debt provided by a Schedule 1
  bank.
• J.P. Morgan acted as financial advisor to
  HEALWELL on the acquisition.

TORONTO, Dec. 16,
2024 (GLOBE NEWSWIRE) — HEALWELL AI Inc.
(“HEALWELL” or the
“Company”) (TSX: AIDX, OTCQX: HWAIF), a
healthcare artificial intelligence company focused on
preventative care, is pleased to announce that it has
entered into an agreement to acquire 100% of the shares of
Auckland, New Zealand based Orion Health Holdings Limited, a
subscription license and services revenue business serving
marquee public sector clients globally with data
interoperability and healthcare navigation products and
services after the concurrent divestiture of Orion
Health’s divisions that are non-strategic to HEALWELL, for
total consideration of $200m NZD or $165m CAD (the
“Transaction”). The acquisition of
Orion Health and concurrent divestment of non-strategic
divisions will represent a transformative milestone in
HEALWELL’s journey to become a global leader in healthcare
technology and artificial intelligence. Orion Health is
expected to generate revenue of more than $100m CAD with
EBITDA2 of over $20m CAD in calendar 2025.

Orion
Health is a leader in global healthcare technology, with
over 70 worldwide customers in 11 countries. This
acquisition will provide HEALWELL with a significant
muti-jurisdictional platform to deliver its best-in-class
AI-driven solutions by integrating them with Orion
Health’s advanced healthcare data infrastructure
capabilities. Orion Health’s software solutions currently
serve a population approaching 150 million lives globally;
which will materially expand HEALWELL’s footprint to
execute against its mission of early disease
detection.

“The Acquisition of Orion Health is a
major game-changer in the development of HEALWELL’s
trajectory as a company,” said Hamed Shahbazi, Chairman of
HEALWELL. “Orion Health brings significant large
enterprise customers, recurring revenues, strong operating
margins and free cashflow conversion to HEALWELL while
providing a significant new channel for the distribution of
its best-in-class AI products and services. Our
organisations share a vision and mission to revolutionize
healthcare through AI and data-driven innovation. This
transaction will singlehandedly propel HEALWELL into being a
profitable and cash generative company while providing
significant new opportunities for its future capital
allocation and M&A strategy.”

Orion Health is a
global leader in the development and deployment of data
management platforms at scale, delivering healthcare
information intelligence through their advanced Virtuoso
Digital Front Door (DFD) and Amadeus Digital Care Record
(DCR) platforms. Their ability to aggregate data from
multiple sources and knit it together for healthcare
practitioners to have seamless data flow across multiple
complex health systems benefits patients but also delivers
population scale data.

These platforms have won Orion
Health long-term contracts in some of the largest countries
and regions globally. Australia and New Zealand, the NHS in
the UK and North America are their strongest markets with
Canada being their largest regional market. The Province of
Ontario is implementing both the DCR and DFD solutions while
the Province of Alberta has been a DCR customer for more
than 20 years. Orion Health’s Amadeus and Virtuoso
platforms are expected to become key drivers of HEALWELL’s
future growth.

Founder and majority shareholder of
Orion Health, Ian McCrae commented, “Innovation is in
Orion Health’s DNA and HEALWELL inherits two world-class
market-leading solutions in Amadeus and Virtuoso. HEALWELL,
with the resources they have, will take these solutions to a
new level of excellence. HEALWELL’s commitment to
maintaining and investing in R&D in New Zealand was of
huge importance for me. We’re writing a new chapter in
Orion Health’s history and HEALWELL is the right
organisation to take it to the next level and deliver better
healthcare experiences for all.”

Amadeus is a
Digital Care Record (DCR) platform that consolidates patient
data across care settings, enabling enhanced care
coordination and population health management. Virtuoso is a
Digital Front Door (DFD) platform that offers an integrated
patient and population engagement platform, enabling
end-to-end healthcare navigation and management.

Both
Amadeus and Virtuoso platforms are trusted by governments,
health systems, and commercial payers worldwide and bring
proven capabilities to streamline healthcare workflows,
reduce clinician burnout, and improve health
equity.

In Canada, its 20+ year partnership with
Alberta Netcare stands out as one of Orion Health’s
largest DCR implementations, integrating data from over 120
clinical sources to create unified patient records. This
system, with more than 1.2 billion clinician screen views
and 70,000 clinical users, enhances e-referrals and
clinician collaboration across care settings. In Ontario,
the Virtuoso platform underpins the province’s
“digital-first” health policy by supporting Ontario
Health 811, a scalable portal that provides 24/7 health
advice to 15 million users, reducing emergency care
pressures while connecting patients to digital
care.

Dr. Alexander Dobranowski, CEO of HEALWELL,
commented, “We are very pleased to welcome the skilled and
talented Orion Health team to HEALWELL. Together we will
deliver on our combined mission to revolutionize healthcare
through AI and data-driven innovation. The integration of
Amadeus and Virtuoso will position HEALWELL as a global
leader in healthcare technology and artificial intelligence.
These platforms will enable us to deliver unparalleled
solutions that drive efficiency, improve patient outcomes,
and empower healthcare providers worldwide. We look forward
to completing the transaction and delivering long-term value
to our customers, partners, and stakeholders together, as we
redefine what’s possible in healthcare.”

The
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. It also 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, the acquisition will unlock substantial revenue
synergy potential, as well as improved operational
efficiencies and cost savings through shared services with
WELL Health Technologies Corp., HEALWELL’s largest
investor and strategic partner. Collectively, these
advantages will strengthen HEALWELL’s financial profile,
creating a larger, scalable business with substantial growth
and value-creation potential.

Brad Porter, CEO of
Orion Health commented, “This is a transformational moment
in Orion Health’s history, strengthening its position as a
world leader in population health management and combining
it with the powerful AI capabilities of HEALWELL. Joining
the HEALWELL family will make Orion Health stronger than
ever, creating significant momentum. We anticipate that 2025
will be one of our best and most profitable years to date.
There is so much potential with our combined capabilities to
meet unmet health needs in ways that could be game-changing
for the health of entire communities. When we link up data
and insights with AI-assisted action, we will see data
saving lives on a scale not seen before. It’s truly
exciting.”

Transaction Overview

HEALWELL
will acquire 100% of the shares of Orion Health, following
the concurrent divestiture of Orion Health’s non-strategic
assets, for an aggregate purchase price of $175 million NZD
plus a performance based earnout of up to a further $25
million NZD. On closing, HEALWELL will satisfy the purchase
price of $144 million CAD with a combination of $86 million
CAD in cash and $57.4 million CAD in HEALWELL Class A
Subordinate Voting shares (“Shares”)
priced with reference to the related financing. The
Transaction is expected to close on or before April 1st,
2025 subject to regulatory approval, approval from the
Toronto Stock Exchange (the
“Exchange”), divestment of the
non-strategic assets, and exercise of a call option to
consolidate minority share positions in Orion Health with
the major shareholder. The purchase price is expected to be
financed through a combination of up to $50 million CAD in
senior bank debt provided by a Canadian Schedule I bank and
the net proceeds of the Offering. The $57.4 million CAD of
equity issued as part of the purchase price will be issued
at a deemed price of $1.61 per share.

The Offering
will be completed on a “bought deal” private placement
basis and will be co-lead by Eight Capital and Scotiabank,
on behalf of a syndicate of underwriters (the
“Underwriters”). The Offering will
consist of: (i) 10,000,000 subscription receipts of the
Company (the “Subscription Receipts”)
at a price of $2.00 per Subscription Receipt; and (ii)
31,250 convertible debentures of the Company (the
“Convertible Debentures”) by way of
private placement on a “bought deal” basis at a price
per Convertible Debenture of $960, for total gross proceeds
of $50,000,000.

The Convertible Debentures will be
issued with a 4% original issue discount and will be
convertible into Shares at a price of $2.40 per Share. The
Company may force the conversion of all of the principal
amount of the then outstanding Convertible Debentures at a
price of $2.40 per Share on not less than 30 days’ notice
should, at any time following the date that is 4 months and
1 day following the issue date, the daily volume weighted
average trading price of the Shares be greater than $3.85
for any 10 consecutive trading days.

The Convertible
Debentures will bear interest at the rate of 10% per annum,
payable semi-annually in arrears on June 30 and December 31
of each year, beginning on June 30, 2025. The Convertible
Debentures will mature on December 31, 2029, unless earlier
repurchased, redeemed, or converted in accordance with their
terms.

The Convertible Debentures will not be
redeemable at the Company’s option prior to December 31,
2027. On or after January 1, 2028, the Convertible
Debentures will be redeemable at the Company’s option, in
whole or in part, at a price equal to 110% of the principal
amount of the Convertible Debentures to be redeemed, plus
accrued and unpaid interest to, but excluding, the
redemption date.

Each Subscription Receipt will
entitle the holder thereof to receive, upon satisfaction of
the Release Conditions (as defined below), for no additional
consideration, one unit of the Company consisting of one
Share and one-half of one Share purchase warrant, with each
whole warrant exercisable at a price of $2.50 for a period
of 36 months following the closing of the
Offering.

The gross proceeds of the Subscription
Receipt portion of the Offering, less 50% of the
Underwriters’ cash commission (as described below) and
certain expenses of the Underwriters, will be deposited in
escrow on closing of the Offering until the satisfaction of
certain release conditions, including that all conditions
precedent to the Transaction have been met (the
“Release Conditions”). In the event
that the Release Conditions have not been satisfied prior to
5:00 p.m. (Vancouver Time) on June 30, 2025, or the Company
advises the Underwriters or announces to the public that it
does not intend to satisfy the Release Conditions or that
the Transaction has been terminated, the aggregate issue
price of the Subscription Receipts (plus any interest earned
thereon) shall be returned to the applicable holders of the
Subscription Receipts, and such Subscription Receipts shall
be automatically cancelled and be of no further force and
effect.

The Company has granted the Underwriters an
option to offer for sale up to an additional 15% of the
Subscription Receipts, exercisable in whole or in part at
any time for a period of up to 48 hours prior to the closing
date.

Completion of the Offering will be subject to
various conditions, including the approval of the Exchange.
As the Transaction and Offering will exceed 25% of the
number of HEALWELL’s current issued and outstanding
shares, HEALWELL is required to obtain shareholder approval
from shareholders holding at least a majority of the voting
power of the Company.

J.P. Morgan acted as financial
advisor to HEALWELL on the acquisition.

Dr.
Alexander Dobranowski
Chief Executive
Officer
HEALWELL AI Inc.

About
HEALWELL

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 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 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.

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