AIDX HealWell AI Inc

HEALWELL AI Inc. (“HEALWELL” or the “Company”) (TSX: AIDX) (OTCQX:HWAIF), a data science and AI company focused on preventative care, is pleased to announce that it has entered into an amended agreement pursuant to which Eight Capital and Scotiabank, as lead underwriters and joint bookrunners, together with a syndicate of underwriters (collectively, the “Underwriters”), will purchase, by way of a private placement on a “bought deal” basis (i) 12,500,000 subscription receipts of the Company (the “Subscription Receipts”),at a price of $2.00 per Subscription Receipt (the “Subscription Receipt Issue Price”); and (ii) 31,250 convertible debentures of the Company (the “Convertible Debentures”) at a price per Convertible Debenture of $960, for aggregate gross proceeds of $55,000,000.

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 Class A Subordinate Voting Share (each, a “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 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 (as defined below) 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 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.

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.

The Company intends to use the net proceeds of the Offering to partially fund the cash portion of the purchase price for the Company’s acquisition of Orion Health Holdings Limited (the “Transaction”), as described in greater detail in the Company’s press release dated December 16, 2024.

Completion of the Offering will be subject to various conditions, including the approval of the Toronto Stock Exchange. As the number of Shares to be issued in the Transaction and the 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. Closing of the Offering is expected to occur on or about January 7, 2025.

Dr. Alexander Dobranowski Chief Executive OfficerHEALWELL 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.

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 closing of the Transaction and the Offering and the terms on which each of them are expected to be completed. Forward-looking statements are often, but not always, identified by words or phrases such as “in the event”, “intends” 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: the parties’ ability to satisfy any conditions precedent to completion of the Transaction and the Offering, including receipt of all shareholder, regulatory and TSX approvals; HEALWELL’s ability to complete the Transaction and the Offering or to complete them on the terms described above; HEALWELL’s ability to access sources of debt and equity financing to complete the acquisition and the terms on which such financing may be provided; the stability of general economic and market conditions; HEALWELL's ability to comply with applicable laws and regulations; HEALWELL's continued compliance with third party intellectual property rights; 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.com. 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.

For more information:

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