Early Warning News Release

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

/EIN News/ -- TORONTO, April 02, 2025 (GLOBE NEWSWIRE) -- This news release is being issued by Dr. George Christodoulou ("Dr. Christodoulou") and G&C Be Kind Foundation (the “Foundation”) as required by National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with Dr. Christodoulou and the Foundation ceasing to have beneficial ownership, control or direction over more than 10% of the issued and outstanding shares of any class in the capital of HealWELL AI Inc. (the "Company"). The Company's head office is located at 460 College Street, Unit 301, Toronto, Ontario M6G 1A1.

On April 1, 2025, WELL Health Technologies Corp. (“WELL”) exercised its right to acquire 15,400,000 Class A Subordinate Voting Shares (“SVS”) and 15,400,000 Class B Multiple Voting Shares (“MVS”, together with the SVS, the “Shares”) of the Company from Dr. Christodoulou and the Foundation (the “Call Right”) pursuant to a previously entered into call option agreement dated October 1, 2023 (as described in more detail in the early warning filed by the Foundation on December 20, 2023). Dr. Christodoulou is the sole member and director of the Foundation.

Immediately prior to the Call Right, Dr. Christodoulou owned, or exercised control or direction over, 17,519,022 SVS and 15,400,000 MVS, representing 6.7% of the outstanding SVS and 50% of the outstanding MVS. Immediately following the Call Right, Dr. Christodoulou (i) continues to exercise control over 2,119,022 SVS by virtue of being the sole member and director of the Foundation and 50,000 options to purchase SVS of the Company; and (ii) ceased to have beneficial ownership, control or direction over more than 10% of the issued and outstanding shares of any class of the Company.

G&C Be Kind Foundation is a foundation established under the Canada Not-for-profit Corporations Act. Its head office is located at 4881 Yonge St., Suite 300, Toronto, Ontario M2N 6Y9. An early warning report will be filed by Dr. Christodoulou and G&C Be Kind Foundation under applicable securities laws and will be available on the Company’s profile on SEDAR+ at www.sedarplus.ca.

Contact Information
Dr. George Christodoulou
drgeorge@mcimed.com