VANCOUVER, BC, March 31, 2025 - WELL Health Technologies Corp. (TSX: WELL) (OTCQX: WHTCF) ("WELL"), of 550-375 Water Street, Vancouver, British Columbia V6B 5C6, issues this press release pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues and National Instrument 62-104 – Take Over Bids and Issuer Bids in connection with a change in material fact contained in WELL's early warning reports filed October 4, 2023 and February 1, 2024.
Proposed Exercise of Call Right
On October 1, 2023, WELL and the founding shareholders of HEALWELL AI Inc. ("HEALWELL"), Dr. Sven Grail ("Dr. Grail") and Dr. George Christodoulou ("Dr. Christodoulou"), entered into a call option agreement (the "Call Option Agreement"), under which WELL was granted a call option (the "Call Right") to acquire up to 30.8 million Subordinate Voting Shares of HEALWELL (each, a "HEALWELL Share") and 30.8 million Multiple Voting Shares of HEALWELL (each, a "MVS") from Dr. Grail and Dr. Christodoulou. Dr. Grail, together with his affiliates, owns 15.4 million HEALWELL Shares and 15.4 million MVSs subject to the Call Right and Dr. Christodoulou, together with his affiliates, owns 15.4 million HEALWELL Shares and 15.4 million MVSs subject to the Call Right (together, the "Optioned Shares"). The Call Right is exercisable until October 1, 2026 and its exercise is conditional on the achievement by HEALWELL of a number of performance milestones designed to demonstrate improvements in HEALWELL's financial and capital markets performance, as well as obtaining any required Toronto Stock Exchange or regulatory approvals. The Call Right can only be exercised in pairs, such that WELL must concurrently acquire a HEALWELL Share and a MVS. Pursuant to the Call Option Agreement, on exercise of the Call Right, the price per security that will be paid for the Optioned Shares is $0.125 per HEALWELL Share and $0.0001 per 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 1, 2023, and in WELL's Notice of Meeting and Management Information Circular dated August 21, 2023 which is available on www.sedarplus.ca.
On December 16, 2024, HEALWELL and Orion Health Holdings Limited ("Orion Health") entered into a share purchase agreement, pursuant to which HEALWELL agreed to acquire 100% of the shares of Orion Health for consideration of approximately NZ$175 million, subject to certain adjustments (the "OHHL Acquisition"). HEALWELL has announced that it anticipates closing the OHHL Acquisition on April 1, 2025. Concurrently with the closing of the OHHL Acquisition, WELL intends to exercise the Call Right.
WELL intends to amend the terms of the Call Option Agreement to enable WELL to exercise the Call Right concurrent with the closing of the OHHL Acquisition (the "Closing").
As of the date hereof, WELL held beneficial ownership, directly or indirectly, or exercised control or direction over 65,923,161 HEALWELL Shares and 500,000 subscription receipts (each, a "Subscription Receipt"), each Subscription Receipt entitling WELL to receive, upon satisfaction of certain release conditions (namely, the closing of the OHHL Acquisition), and for no further consideration, one unit of HEALWELL, each unit consisting of one HEALWELL Share and one half of one share purchase warrant, with each whole share purchase warrant (each, a "Warrant") exercisable into one HEALWELL Share at the exercise price of $2.50 for a period of 36 months from closing (representing approximately 30.9% of the issued and outstanding HEALWELL Shares on a non-diluted basis, and 13.4% of the voting rights attached to the HEALWELL Shares and MVSs, based on 213,166,393 HEALWELL Shares and 30,800,000 MVSs outstanding.
Immediately following the Closing, if the Call Right were to be fully exercised and all of the Optioned Shares were acquired by WELL, WELL would own, or exercise control or direction over 97,223,161 HEALWELL Shares, 30,800,000 MVSs and 250,000 Warrants.
It is anticipated that HEALWELL will have 261,547,371 HEALWELL Shares issued and outstanding on closing of the OHHL Acquisition, following the issuance of 35,643,478 HEALWELL Shares to the vendor, and 12,737,500 HEALWELL Shares 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, it is anticipated that WELL will own 97,473,161 HEALWELL Shares and 30,800,000 MVSs or approximately 37% of the economic interest and approximately 69% of the voting rights in HEALWELL on a partially-diluted basis1. Each MVS has nine votes per share and each HEALWELL Share has one vote per share.
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 Toronto Stock Exchange subsequently approved WELL as a control person of HEALWELL on October 6, 2023.
WELL anticipates acquiring the HEALWELL Shares and MVSs concurrent with the closing of the OHHL Acquisition and will hold the HEALWELL Shares and MVSs for investment purposes. WELL intends to review its investment in HEALWELL on a continuing basis and may, from time to time and at any time subject to compliance with applicable securities laws, 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 WELL deems appropriate.
WELL is incorporated under the laws of the Province of British Columbia with a registered address of Bentall 5, 550 Burrard Street, Suite 2501, Vancouver, British Columbia V6C 2B5, Canada. HEALWELL is incorporated under the federal laws of Canada with a registered address of 460 College Street, Unit 301, Toronto, Ontario M6G 1A1, Canada.
A copy of WELL's early warning report dated March 31, 2025 will be made available on sedarplus.ca under HEALWELL's profile.
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