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Brad Porter, CEO of Orion Health, commented, "We are delighted to be joining forces with HEALWELL and delivering on our combined mission of revolutionizing healthcare through AI and data driven innovation. AI-driven insights have the potential to revolutionize how healthcare providers interact with data, leading to improved decision-making, better patient outcomes, and more efficient care delivery. By leveraging HEALWELL's expertise in AI, and Orion Health's R&D in New Zealand, we will enhance our Virtuoso and Amadeus platforms, ensuring healthcare organizations worldwide have access to the most advanced tools for care coordination and population health management. We are truly excited with the potential of our combined platforms and capabilities and look forward to the bright future ahead."

The acquisition of Orion Health provides new opportunities for global health systems to access HEALWELL's best-in-class AI technology delivering actionable insights and driving better healthcare outcomes. It unlocks substantial revenue synergy potential, as well as improved operational efficiencies and cost savings through shared services with WELL Health Technologies Corp. ("WELL Health") (TSX: WELL). Collectively, these advantages strengthen HEALWELL's financial profile, creating a larger, scalable business with substantial growth and value creation potential.

Transaction Details

The purchase price for the Transaction was approximately NZD$175 million plus a performance based earn-out of up to a further NZD$25 million. Approximately NZD$105 million was paid in cash and an additional NZD$70 million (converted into Canadian dollars) was paid through the issuance of 35,643,478 Class A Subordinate Voting Shares (each, a "Share") at an agreed upon price of C$1.61 per Share, of which 78.6% of such Shares are subject to certain voluntary resale and trading restrictions.

The earn-out is a three-year performance-based earn-out of up to NZD$25 million, with up to 50% of the amount payable, at the Vendor's option, in Shares based on the 10-day VWAP of the Shares prior to the applicable payment date. The earn-out is contingent upon Orion Health's ability to achieve Normalized EBITDA (as calculated in the Agreement) greater than NZ$20 million for each 12-month period.

The purchase price was partially funded via a subscription receipt equity offering of approximately C$25.5 million at a price of C$2.00 per subscription receipt (the "Equity Offering"), and a subscription receipt convertible debt offering of approximately C$27.3 million at a price of C$910 per debt subscription receipt (the "Debt Offering"), both of which were co-led by Eight Capital and Scotia Capital Inc., as lead underwriters and joint bookrunners, together with a syndicate of underwriters. On closing of the Transaction: (i) the subscription receipts from the Equity Offering converted into 12,737,500 units of the Company (the "Units"), with each Unit entitling the holder thereof to one Share and one-half of one Share purchase warrant, with each whole warrant exercisable at a price of C$2.50 for a period of 36 months following the closing of the Equity Offering, and (ii) the subscription receipts from the Debt Offering converted into 30,000 convertible debentures in the principal amount of $1,000, each bearing interest at a rate of 10% per year, payable semi-annually in arears and maturing on December 31, 2029, all without any further action required on the part of the subscription receipt holders. The principal amount under the convertible debentures is convertible into Shares at a conversion price of C$2.40 per Share.

In addition, the purchase price was financed in part by a senior credit facility for an amount of up to C$50,000,000. The facility was provided by a syndicate of banks led by the Bank of Nova Scotia and inclusive of Royal Bank of Canada (collectively, the "Lenders") and documented by way of a credit agreement dated March 4, 2025 (the "Credit Agreement"). The Credit Agreement matures on March 4, 2028. Security for the credit facility is comprised of security over all present and after-acquired property of each obligor under the Credit Agreement. The terms of the Credit Agreement are customary for a transaction of this nature.

Following the closing of the Transaction (the "Closing") and Equity Offering, there were 261,547,371 Shares issued and outstanding on a non-diluted basis (339,778,565 Shares issued and outstanding on a fully-diluted basis).

In connection with the Transaction, the Company granted the Vendor a right to nominate a single member of the board of directors of the Company for so long as the Vendor (including any affiliates) holds over 66.7% of the Shares issued to the Vendor on closing of the Agreement (the "Threshold Share Percentage"). WELL Health has also entered into a Voting Support Agreement to vote its shares in favor of the appointment of the Vendor's nominee so long as the Vendor holds the Threshold Share Percentage.

New Directors

The Company is excited to announce that it has expanded its board of directors through the appointment of Ian Richard McCrae, and has appointed Tina Raja and Sam Englebardt as directors of the Company following the resignations of Bashar Al-Rehany and Kingsley Ward. The Company thanks Mr. Al-Rehany and Mr. Ward for their services and wishes them success in their future endeavours. Following these changes, the Company's board is now comprised of six directors.

Ian Richard McCrae

Mr. McCrae is the founder of Orion Health and sole Vendor in the Transaction. He previously worked as a Scientist for the NZ Department of Scientific and Industrial Resource before later completing a Masters in Engineering Sciences. Ian went on to work for Imagineering and Ernst & Young before founding Orion Health in 1993. In 2010, Ian received a World Class New Zealander award and in 2014 Orion Health became the first company to win the NZ Supreme Hi-Tech Company of the Year for the second time. In 2023, Ian was inducted as a Flying Kiwi into the New Zealand Hi-Tech Hall of Fame.

Tina Raja

Tina Raja most recently served as a Partner, and the Head of Business Development and Capital Formation at 26North Partners - a next generation multi-asset class investment platform. Prior to this, she served as a Managing Director at Blackstone in the Tactical Opportunities group, where she led European Business Development & Investor Relations across - Tactical Opportunities, Growth Equity and Insurance Solutions. Previously, she also served as Head of Co-Investments and Investor Relations at Gemcorp Capital LLP starting in 2015. Ms. Raja began her career in 2008 as an analyst at Goldman Sachs.

Raised in London, Ms. Raja earned a BA(Hons) degree in Economics from the University of Nottingham. In 2017, Ms. Raja was recognized in the inaugural Europe Forbes 30 under 30 list for her contributions to the Finance Industry. She also serves as a Young Advisory Director on the board for The Metropolitan Opera and the Global Council of The American Ballet Theatre.

Sam Englebardt

Mr. Englebardt is a media and technology investor and content producer who is a Co-Founder and Partner at Galaxy Digital Holdings Ltd. (TSX: GLXY), a publicly traded merchant bank focused on the institutionalization of digital assets. Mr. Englebardt is also the founding General Partner of Galaxy's Interactive division; now investing from its third venture fund, with over $800mm of AUM, Galaxy Interactive invests in opportunities resulting from the convergence of our digital and physical lives, including healthcare. Prior to Galaxy Digital, Mr. Englebardt was a Partner and Managing Director at Lambert Media Group (LMG) from 2007 - 2016, where he sourced and managed a portfolio of media-sector private equity investments including Rave Cinemas (sold to Cinemark in 2013). In addition to several private Boards, Mr. Englebardt is on the Board of Directors of iHeart Media (NASDAQ: IHRT).

Mr. Englebardt earned his J.D. from Harvard Law School and studied philosophy, political science and economics at Oxford University and the University of Colorado at Boulder, from which he graduated summa cum laude and Phi Beta Kappa.

Early Warning Report Disclosure

This press release is also being issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues ("NI 62-103") in connection with the issuance of the Shares to the Vendor and McCrae International. In connection with the issuance, McCrae International will file, together with the Vendor and Ian McCrae (the sole shareholder of the Vendor and McCrae International (collectively, the "Vendor Parties"), as joint actors, an early warning report pursuant to NI 62-103 with the securities regulators in each of the provinces of Canada with respect to the foregoing matters, a copy of which will be available under the Company's profile at www.sedarplus.ca. A copy of early warning report may also be obtained by contacting Luke Hills at luke.hills@gowlingwlg.com

Immediately prior to the Closing, the Vendor Parties did not beneficially own, directly or indirectly, or exercise control or direction over, any Shares or any securities convertible into or exercisable for Shares. Immediately following the Closing, the Vendor Parties acquired beneficial ownership, directly or indirectly, or exercised control or direction, over an aggregate of 35,643,478 Shares (representing approximately 13.6% of the issued and outstanding Shares on a non-diluted basis, and 6.6% of the voting rights attached to the Shares and HEALWELL's Class B Multiple Voting Shares (the "MVS"), based on 261,547,371 Shares and 30,800,000 MVSs outstanding immediately following the Closing), such aggregate shareholdings being comprised of:

• 32,079,130 Shares (representing approximately 12.3% of the issued and outstanding Shares on a non-diluted basis, and 5.9% of the voting rights attached to the Shares and MVSs, based on 261,547,371 Shares and 30,800,000 MVSs outstanding immediately following the Closing) being beneficially owned by McCrae International; and

• 3,564,348 Shares (representing approximately 1.4% of the issued and outstanding Shares on a non-diluted basis, and 0.7% of the voting rights attached to the Shares and MVSs, based on 261,547,371 Shares and 30,800,000 MVSs outstanding immediately following the Closing) being beneficially owned by the Vendor.

The Vendor Parties acquired the Shares in partial satisfaction of the purchase price in connection with the Transaction and will hold the Shares for investment purposes. The Vendor Parties intend to review its investment in HEALWELL on a continuing basis and may, from time to time and at any time, and depending on market and other conditions, acquire or dispose of equity, debt or other securities of HEALWELL through open market transactions, private placements and other privately negotiated transactions, or otherwise, in each case, depending on a number of factors, including general market and economic conditions and other factors and conditions the Vendor Parties deem appropriate, including the contractual resale restrictions applicable to the Vendor Parties' Shares.

The Vendor is a party incorporated under the laws of New Zealand with a registered address of c/o Baker Accounting Limited, 208 Ponsonby Road, Ponsonby, Auckland, 1011, New Zealand. McCrae International is a party incorporated under the laws of New Zealand with a registered address of c/o Baker Accounting Limited, 208 Ponsonby Road, Ponsonby, Auckland, 1011, New Zealand.

Other Information

J.P. Morgan acted as financial advisor to HEALWELL in addition to Eight Capital and Scotia Capital who co-led the Company's bought deal subscription receipts financing. Cozen O'Connor LLP (M&A), Gardiner Roberts LLP (equity financing), MinterEllisonRuddWatts (New Zealand), Norton Rose Fullbright LLP (international due diligence), and Blakes, Cassels & Graydon LLP (financial services) acted as legal advisors to HEALWELL and KPMG LLP (New Zealand) acted as tax advisor to HEALWELL.

Gowling WLG (Canada) LLP and Bell Gully Services Limited acted as legal advisors to Orion Health. Deloitte New Zealand acted as tax advisor to Orion Health.

For more information on the Transaction, please see the Company's news releases dated December 16, 2024, December 17, 2024, January 14, 2025, January 21, 2025, January 28, 2025 and February 10, 2025 available on SEDAR+.

For more information on the Equity Offering and the Debt Offering, please see the Company's news releases dated January 21, 2025 and January 28, 2025, respectively.

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 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 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.

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 include statements with respect to, among other things, the anticipated future financial performance and growth of Orion Health and HEALWELL; anticipated growth of material amounts of additional customers, recurring revenues, margins, and free cashflow from the transaction; potential opportunities for synergies between the product and service offerings of HEALWELL, Orion Health and WELL Health and the markets they serve. Forward-looking statements are often, but not always, identified by words or phrases such as "to acquire", "position", "opportunity", "expected", "creating", "transform", "anticipate" 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: HEALWELL's ability to successfully integrate and scale Orion Health's business, products and services with its own; HEALWELL's ability to comply with applicable laws and regulations, including HEALWELL's ability to meet and continue to meet the conditions of the Overseas Investment Office of New Zealand as an overseas investor; and that the risk factors noted below, collectively, do not have a material impact on HEALWELL's business, operations, revenues and/or results. 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 April 1, 2024, which is available under HEALWELL's SEDAR+ profile at www.sedarplus.ca. 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. 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.

Footnote:

1. After accounting for the divestiture by Orion Health of two non-strategic divisions prior to its acquisition by HEALWELL.

For more information:

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

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/246894