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

• 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. (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⁽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: 

1. 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.
2. 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.
3. 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.

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 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.

SOURCE WELL Health Technologies Corp.