WELL HEALTH TECHNOLOGIES CORP. EARLY WARNING NEWS RELEASE

Vancouver, BC, March 31, 2025 / PRNewswire/ – Effectively Well being Applied sciences Corp. (TSX: Effectively) (OTCQX: WHTCF) (“GOOD“), 550-375 Water Avenue, Vancouver, British Columbia V6B 5C6, points this press launch in accordance with nationwide instrument 62-103- The early alert system and the issues of presenting privileged info stories associated and nationwide instrument 62-104- Take the affords and affords of the issuer In relation to a change within the materials truth contained within the early warning stories offered October four, 2023 and February 1, 2024.

Proposed train of name

In October 1, 2023Effectively and the founding shareholders of Healwell AI Inc. (“Halfwell“), Dr. Sven Grail (“Dr. Grail“) and Dr. George Christodoulou (“Dr. Christodoulou“), a purchase order possibility settlement was held (the”Name possibility settlement“), below which a purchase order possibility was granted (the”Proper“) Purchase as much as 30.eight million subordinate voting actions from Healwell (every, to”Share Halfwell“) and 30.eight million Healwell’s a number of voting actions (every, A”MVS“) Of Dr. Grail and Dr. Christodoulou. Dr. Grail, alongside along with his associates, has 15.four million shares of Healwell and 15.four million MVS topic to the precise of the decision and Dr. Christodoulou, alongside along with his associates, has 15.four million shares of Healwell and 15.four million mvs topic to the precise of the decision (collectively, the” “” ” “OPTIONED ACTIONS“). The correct of the decision is train till October 1, 2026 and his train is conditioned to the achievement of Healwell of a collection of efficiency milestones designed to display enhancements within the monetary and monetary capital of Healwell, in addition to acquire any bag of toronto values ​​or required regulatory approvals. The correct of the decision can solely be exercised in pairs, so that a Healwell and an MVS participation should effectively purchase concurrently. In accordance with the acquisition possibility settlement, to the train of the decision proper, the safety worth that will likely be paid for the opted shares is $ zero.125 By Share Share and $ zero.0001 By mvs.

Extra info relating to the acquisition possibility settlement and its materials phrases might be discovered within the early warning report of Effectively with date October 1, 2023and within the info discover of the assembly of the assembly and administration of Effectively with date of the round August 21, 2023 which is obtainable at www.sedplus.ca.

In December 16, 2024Healwell and Orion Well being Holdings Restricted (“Orion well being“) A sharing buy settlement was held, in accordance with which Healwell agreed to accumulate 100% of Orion Well being’s shares to contemplate roughly NZ $ 175 million, topic to sure changes (the” “Ohhl acquisition“). Healwell has introduced that he anticipates closing the acquisition of OHHL in April 1, 2025. On the identical time, with the closure of Ohhl’s acquisition, it intends to train the right name.

Effectively, it intends to amend the phrases of the acquisition possibility settlement to permit the effectivelyClosing“).

On the date of the current, the helpful property effectively maintained, immediately or not directly, or exercised management or handle greater than 65,923,161 HEALWELL ACTIONS and 500,000 Subscription receipts (every, A “.Subscription receipt“), every subscription receipt has the precise to obtain, after the satisfaction of sure situations of liberation (specifically, the closure of the acquisition of OHHL), and with out extra consideration, a Healwell unit, every unit that consists of a Healwell motion and half of an order to purchase shares, with every order to purchase full actions (every, to” “.Order“) Train in a Healwell motion on the train worth of $ 2.50 For a interval of 36 months from the closure (representing roughly 30.9% of Healwell’s shares issued and in circulation on a non -diluted foundation, and 13.four% of the voting rights connected to the shares and MVS of Healwell, based mostly on 213,166,393 shares of Healwell and 30,800,000 MVSS when it comes to MVS.

Instantly after the closure, if the precise of the decision could be fully exercised and all of the opted actions have been acquired by Effectively, Effectively would possess, or exercised management or route of greater than 97,223,161 shares of Healwell, 30,800,000 MVS and 250,000 assure orders.

It’s anticipated that healwell Will Have 261,547,371 Healwell Shares Issued and excellent on clossing of the ohhl acquisition, following the issuance of 35,643,478 Healwell Shares to the seller, and 12,737,500 Healwell Shares In Reference to the Conversion of All 12,737,500 Subscription Receipts as a part of the $ 25.5 million Capital financing used to partially finance the acquisition worth of Orion Well being. After the train of the decision, it’s anticipated that Effectively could have 97,473,161 HEALWELL ACTIONS and 30,800,000 MVS or roughly 37% of the financial curiosity and roughly 69% of the voting rights in Healwell in a partially diluted approach¹. Every MVS has 9 votes per motion and each Healwell motion has a vote per motion.

It was effectively authorized as a Healwell management particular person for the resolutions of Healwell’s shareholders, in a selfless approach, about September 21, 2023. The Toronto Inventory Alternate later authorized effectively as a Healwell management particular person in October 6, 2023.

He anticipates buying the shares of Healwell and MVSS concurrent with the closure of Ohhl’s acquisition and can keep Healwell’s shares and MVS for funding functions. Effectively, he intends to evaluate his funding in Healwell on a steady foundation and may, every now and then and at any time be topic to compliance with relevant securities legal guidelines, and relying available on the market and different situations, purchase or eradicate capital, debt or different Healwell values ​​by way of open market transactions, non-public places and different negotiated non-public transactions, or in any other case, in every case, relying on a variety of components, together with a variety of components, together with a variety of components. and different financial components and different acceptable acceptable components.

Effectively, it’s included below the legal guidelines of the province of British Columbia With a registered handle of Bentall 5, 550 Burrard Avenue, Suite 2501, Vancouver, British Columbia V6c 2b5, Canada. Healwell joins below the federal legal guidelines of Canada With a registered handle of 460 School Avenue, Unit 301, Toronto, Ontario M6g 1a1, Canada.

A replica of the early warning report of Effectively Datat March 31, 2025 It will likely be obtainable in Sedarplus.Ca below the profile of Healwell.

Supply Effectively Well being Applied sciences Corp.