Health Technology, AI

WELL Health to Enter into Strategic Alliance with MCI Onehealth, Acquire Clinical Assets, and Invest in AI-Focused Data Science Business

WELL Health to Enter into Strategic

WELL Health Technologies Corp. a digital health company focused on positively impacting health outcomes by leveraging technology to empower healthcare practitioners and their patients globally, is pleased to announce that as of July 19, 2023 it has entered into an agreement to acquire clinic assets form MCI Medical clinics Inc., a subsidiary of MCI Onehealth Technologies Inc. (TSX: DRDR) ("MCI") and a subscription agreement for a convertible debenture financing in MCI which will strategically focus the MCI business around its leading AI, Data Science and Rare & Complex Disease Detection platform (the "Transaction").

"This is a major step for WELL and it's all about the power of Artificial Intelligence and how it can help solve some of the most difficult disease detection and diagnosis problems healthcare providers and patients face every day", said Hamed Shahbazi, Founder and CEO of WELL Health. "We're thrilled to enter into a number of agreements that result in a strategic alliance that will immediately position MCI OneHealth as a key national leader in the multi-billion dollar disease detection marketplace."

Dr. Michael Frankel, Chief Medical Officer of WELL commented, "MCI's platform has already saved lives by discovering those 'needle in a haystack cases' and delivered value to hundreds of healthcare providers. As a physician I am excited to work with them to evolve their platform and help them expand their pool of participating physicians. I am also very excited to welcome the talented clinical staff of the clinics that will be joining the WELL Family."

As part of the Transaction, WELL will acquire a significant portion of MCI's clinical assets, which are located in Southern Ontario and offer a range of primary care services, including family medicine, women's health, and other specialties. The acquisition brings more than 130 physicians to the WELL family, adding to over 3,000 providers in WELL's patient services business units across North America. The MCI clinics will be integrated with WELL's Ontario based clinic chain which is the largest owned and operated network of clinics in the province. WELL's Ontario clinics offer a breadth of care including primary care, diagnostics, allied health, and other medical subspecialties. The acquisition of these well-known and regarded primary care clinics in Ontario marks a significant milestone in WELL's national clinic expansion strategy. The clinics in this acquisition are expected to collectively contribute more than $21 million of annual revenue and are expected to contribute positive Adjusted EBITDA in 2024. Following the completion of the Transaction, WELL plans to integrate leading edge software and workflows, such as OceanMD's patient engagement tools, DoctorCare's RCM services, and WELL AI Voice, from its Practitioner Enablement Platform.

WELL is also advancing a short-term bridge loan to MCI designed to ensure the company has the required resources to operate until the various transactions close. It is anticipated that closing shall occur on or around Oct 1, 2023. Once the Transaction closes, WELL will also have representation on MCI's board of directors.

Upon closing of the Transaction, WELL will be a holder of MCI's convertible debentures, and shall subject to the satisfaction of certain conditions, have certain rights associated with call options granted by two shareholders of MCI for up to 30.8 million Class A Subordinate Voting Shares and 30.8 million Class B Multiple Voting shares of MCI's go-forward business. MCI plans to utilize the proceeds from this convertible debenture financing to advance their technology-enabled healthcare research offerings, placing a strong emphasis on harnessing the power of artificial intelligence for healthcare applications.

This investment will be part of WELL's AI Investment Program1 where WELL stated that it will make meaningful investments in AI focused companies to help improve tools for providers and their patients. WELL is confident that our work in AI will meaningfully enhance our ESG goals and deliver societal value.

Eight Capital acted as financial advisor to WELL Health in connection with the Transaction, and Clark Wilson acted as WELL Health's legal counsel.

About WELL Health Technologies Corp.

WELL's mission is to tech-enable healthcare providers. We do this by developing the best technologies, services, and support available, which ensures healthcare providers are empowered to positively impact patient outcomes. WELL's comprehensive healthcare and digital platform includes extensive front and back-office management software applications that help physicians run and secure their practices. WELL's solutions enable more than 28,000 healthcare providers between the US and Canada and power the largest owned and operated healthcare ecosystem in Canada with more than 130 clinics supporting primary care, specialized care, and diagnostic services. In the United States WELL's solutions are focused on specialized markets such as the gastrointestinal market, women's health, primary care, and mental health. WELL is publicly traded on the Toronto Stock Exchange under the symbol "WELL" and on the OTC Exchange under the symbol "WHTCF".

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