HEALWELL Receives Regulatory Approval from Overseas Investment Office of New Zealand to Acquire Orion Health

• • HEALWELL receives consent from the Overseas Investment Office of New Zealand (the “OIO”) for HEALWELL to acquire all of the shares (the “Orion Shares”) of Orion Health Holdings Limited (“Orion Health”), as contemplated in the previously disclosed share purchase agreement dated December 16, 2024.
  • Orion Health is a leader in global healthcare technology, with over 70 customers worldwide in 11 countries and approximately 400 team members. Orion Health generates revenues via subscription license and services by serving marquee public sector clients globally with data interoperability and healthcare navigation products and services. The 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.
  • Following receipt of OIO consent, HEALWELL will commence closing process and anticipates it will close the transaction and acquire 100% of Orion’s Shares on or before April 1, 2025.

TORONTO, ON, February 10, 2025 – HEALWELL AI Inc. (“HEALWELL” or the “Company”) (TSX: AIDX) (OTCQX:HWAIF), a healthcare artificial intelligence company focused on preventative care, is pleased to announce that the Company has received consent from the Overseas Investment Office of New Zealand (the “OIO”) for HEALWELL to acquire all of the ordinary shares (the “Orion Shares”) of Auckland, New Zealand-based Orion Health Holdings Limited (“Orion Health”), as contemplated in the share purchase agreement dated December 16, 2024, among the Company, Orion Health and McCrae Limited, as sole vendor, after the concurrent divestiture of Orion Health’s non-strategic divisions, for total consideration of NZD$175 million plus a performance based earnout of up to a further NZD$25 million.

Orion Health is a global leader in developing and deploying healthcare information exchange and intelligence platforms with over 70 customers in 11 countries worldwide and approximately 400 team members, including marquee public sector clients. HEALWELL and Orion Health are well-positioned to harvest significant revenue and cost synergies and with the combined mission to revolutionize healthcare through AI and data-driven innovation. The acquisition of Orion Health brings forth over 150 million covered lives globally, which will materially expand HEALWELL’s footprint to execute against its mission of early disease detection. It also 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. Orion Health further positions HEALWELL as a global leader in healthcare technology and artificial intelligence, unlocking new opportunities in population health management, clinical research and preventative care.

The OIO consent is subject to certain standard conditions that apply to all overseas persons who are granted consent to acquire significant New Zealand business assets, in addition to the requirement for HEALWELL to acquire the Orion Shares on or before February 28, 2026. Following receipt of OIO consent, HEALWELL will commence closing process and anticipates that it will close the transaction and acquire the Orion Shares on or before April 1, 2025.

For more information on the terms of the transaction, please see the Company’s news releases dated December 16, 2024, December 17, 2024, January 14, 2025, January 21, 2025 and January 28, 2025 available on SEDAR+.

Dr. Alexander Dobranowski
Chief Executive Officer
HEALWELL AI Inc.

About HEALWELL AI

HEALWELL is a healthcare artificial intelligence company focused on 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 anticipated closing date thereof; the anticipated future financial performance and growth of Orion Health and HEALWELL; and the potential opportunities for synergies between the product and service offerings of HEALWELL and Orion 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: the parties’ ability to satisfy the conditions precedent to completion of the transaction, including HEALWELL’s ability to complete the transaction and the financings required to fund the purchase price; 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; HEALWELL’s ability to meet and continue to meet the additional conditions set by the OIO consent; 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