HEALWELL AI Announces Strategic Divestments and Progression to a Pure-Play SaaS, Services and AI Business

• HEALWELL has divested its Polyclinic Family Medicine and Specialty Group of Clinics to WELL Health Clinic Network Inc. ("WELL Clinics"), who has been previously managing these clinics for HEALWELL since January 2024.
• HEALWELL has sold its interest in Mutuo Health Solutions Inc. ("Mutuo") to WELLSTAR Technologies Corp. ("WELLSTAR"), so it can better focus on its large enterprise healthcare software and AI business. Mutuo is primarily focused on selling solutions to doctors and clinics which aligns better with WELLSTAR's focus and leverages Mutuo as part of its Nexus AI platform.
• HEALWELL has formed a 50/50 clinical research joint venture with WELL Health Technologies Corp. The joint venture includes Bio Pharma Services Inc. and Canadian Phase Onward Inc. which will no longer be consolidated under HEALWELL. The joint venture will continue the strategic evaluation process to best support the growth opportunity in clinical research.
• Due to the non-arm's length nature of these transactions, HEALWELL formed a special committee of three directors to assess and approve these transactions, who relied on a fairness opinion from Doane Grant Thornton LLP.
• Together these transactions allow HEALWELL to become a pure-play digital SaaS, services and AI business, primarily focused on health systems and large enterprises globally with a revenue run rate of approximately $120 million annually and is profitable on an Adjusted EBITDA basis.

Toronto, Ontario--(Newsfile Corp. - November 3, 2025) - HEALWELL AI Inc. (TSX: AIDX) (OTCQX: HWAIF) ("HEALWELL" or the "Company"), a healthcare artificial intelligence company focused on preventative care, today announced that it has completed a series of strategic transactions (the "Transactions") with WELL Health Technologies Corp. ("WELL") and its subsidiaries, WELL Health Clinic Network Inc. ("WELL Clinics") and WELLSTAR Technologies Corp. ("WELLSTAR"), to streamline operations, accelerate clinical research, and focus on high-growth AI and software initiatives. The transactions include the sale of HEALWELL's Polyclinic Family Medicine and Specialty Clinics Group ("Polyclinic") to WELL Clinics, the sale of HEALWELL's interest in Mutuo Health Solutions Inc. ("Mutuo") to WELLSTAR, and the creation of a clinical research joint venture with WELL. The Transactions closed on November 1, 2025, following the satisfaction of customary conditions precedent, including receipt of required third-party consents and regulatory and exchange approvals.

James Lee, CEO of HEALWELL, commented, "These transactions accelerate our evolution into becoming a pure-play, high-margin AI and SaaS software and services business focused on large enterprise customers globally. Our strategy is clear: HEALWELL is a preventative healthcare AI company that leverages advanced technology to connect and surface complex healthcare data, providing clinically validated tools that enhance both efficiency and accuracy."

The Transactions are the result of a strategic review in which HEALWELL has explored strategic alternatives for its non-core businesses, including its clinical research and patient services business units as well as its SMB or provider-tech focused Mutuo business, with the goal of becoming a pure-play digital SaaS and services company focused on enterprise-grade data science and AI offerings for health systems globally. The Transactions enable HEALWELL to monetize non-core assets, streamline operations, and strengthen long-term strategic partnerships with WELL and WELLSTAR, and strengthen HEALWELL's balance sheet by adding approximately $9.4 million of cash upon closing.

Sacha Gera, HEALWELL's Chief Operating Officer commented, "These transactions will allow us to place greater focus on integrating our industry leading and third party validated AI solutions with our healthcare software segment and obtain important synergies that will result in margin expansion and organic growth. Across all collaborations, we remain vendor-agnostic and committed to open standards, interoperability, and data portability to preserve customer choice and support a competitive ecosystem."

Polyclinic transaction details:

The sale of the Polyclinic business allows HEALWELL to focus on higher-growth AI and clinical research initiatives while enabling WELL Clinics to expand its network of patient care services. WELL Clinics has already been managing these clinics since January 2024. HEALWELL divested its family medicine and specialty clinic operations, comprising two clinics under the Polyclinic brand, with approximately 40 physicians, to WELL Clinics for an aggregate purchase price of:

• $1.2 million in cash at closing.
• Up to $1.2 million in earn-out expected to be paid in the first half of 2026.

Mutuo transaction details:

The divestiture of Mutuo enables HEALWELL to concentrate resources on its core digital healthcare solutions while Mutuo strengthens WELLSTAR's Nexus AI platform. HEALWELL is building category-leading AI solutions for public health and life sciences, while WELLSTAR advances digital enablement for healthcare providers and clinics in Canada. HEALWELL has sold its 58.66% interest in Mutuo to WELLSTAR, including its warrants and certain contractual rights, for:

• $8,212,400 in cash, subject to adjustments for debt and working capital.
• $615,930 of the purchase price have been held in a four-month general indemnity holdback to cover working capital adjustments and indemnity claims.
• HEALWELL's rights under certain agreements, including the Unanimous Shareholder Agreement for Mutuo, its warrants to acquire additional shares of Mutuo and its Strategic Alliance Agreement with Mutuo (including profit-sharing arrangements) have been assigned to WELLSTAR.

Biopharma and Canadian Phase Onward transaction details:

HEALWELL and WELL established a limited partnership to house the new joint venture, in which they each hold a 50% economic interest to advance clinical research initiatives. The joint venture for clinical research will continue to undertake its strategic evaluation process to best support the growth opportunity in clinical research. The joint venture for clinical research is currently positioned to capitalize on late-stage clinical research opportunities in Canada, leveraging clinic networks and expertise for higher-margin, more impactful clinical trials. Key elements of the joint venture agreement included:

• HEALWELL contributed: Bio Pharma Services Inc. and Canadian Phase Onward Inc., taking back 3,000,000 Class A LP Units of the joint venture limited partnership, valued at $3,000,000.
• WELL contributed: A $3,000,000 capital commitment, receiving 3,000,000 Class B LP Units of WELL Research.
• An initial capital call of $500,000 has been made at closing, with further calls based on the cash needs of the joint venture.

Additional Information on the Transactions:

WELL Clinics, WELLSTAR and HEALWELL are each controlled, directly or indirectly, by WELL. As a result, the Transactions are related party transactions Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101").

The terms of the Transactions were negotiated by the Company's management, with the Company and its counterparties, WELL, WELL Clinics and WELLSTAR (the "Counterparties") represented by separate legal counsel. To supervise and evaluate the negotiation of the Transactions, and to consider potential alternatives, the board of directors of the Company formed a special committee on September 10, 2025, consisting of three directors with no interest in the Transactions or in any of the Counterparties. In carrying out its mandate, the special committee received information and presentations from the Company's management and legal counsel, as well as a fairness opinion from Doane Grant Thornton LLP which concluded, based on standard qualifications and assumptions, that each of the Transactions (which were evaluated separately) was fair to the Company and its shareholders. The special committee unanimously recommended the Transactions to the board of directors for approval by written resolutions dated September 30, 2025 and October 31, 2025, and the board of directors unanimously approved the Transactions on October 31, 2025, with interested directors declaring their interest in the Transactions and recusing themselves from the board's voting or deliberations.

HEALWELL is exempt from the formal valuation and minority shareholder approval requirements under MI 61-101 as the aggregate fair market value of the Transactions does not exceed more than 25% of the market capitalization of HEALWELL. The Company's directors and officers are not aware of any valuations obtained with respect to any of the subject matter of the Transactions in the last 24 months. The Company did not file a material change report 21 days in advance of implementing the Transactions as the terms of the Transactions were not settled.

In addition to the requirements under MI 61-101, the Transactions were also subject to approval under Section 501 of the TSX Company Manual. The Company obtained a conditional approval from the TSX in respect of the Transactions prior to closing. The TSX has not considered or made any determination on the merits of the proposed Transactions and have neither approved nor disapproved of this press release.

James Lee
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/.

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, including statements about the anticipated accounting treatment of certain of the divested assets, the potential for future payments of contingent consideration in respect of some of the Transactions, and the plans for certain of the divested assets and their potential longer term benefits ; and are based on assumptions, expectations, estimates and projections as of the date of this press release. Forward-looking statements are often, but not always, identified by words or phrases such as "progression", "continue", "to become", "accelerate", "strategy", "enable", 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, occuror 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 maintain and leverage its relationships with its commercial partners; the continued adoption of the software, tools and solutions created by HEALWELL and its subsidiaries; the stability of general economic and market conditions; sufficiency of working capital and access to financing; HEALWELL's ability to comply with applicable laws and regulations; HEALWELL's continued compliance with third party intellectual property rights; the effects of competition in the industry; the requirement for increasingly innovative product solutions and service offerings; technologies working as intended or at all; trends in customer growth and the adoption of new technologies in the industry; 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 March 31, 2025, 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.

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