HEALWELL AI to Gain Intrahealth to Develop Nearest Presen AI Powered EHR

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• HEALWELL enters into pledge to obtain Intrahealth, a SaaS founded venture magnificence multi-national EHR (Digital Condition File) supplier supporting roughly 15,000 clinicians offering take care of tens of millions of sufferers from tiny clinics to immense fitness supply organizations in its world community throughout Canada, Australia and Fresh Zealand. 
• Intrahealth is anticipated to generate over $12 million in revenues in 2024, which displays double digit natural expansion. Traditionally, Intrahealth has accomplished over 80% improper margins, produced certain EBITDA, and certain cashflows. Over 80% of its income is top margin routine income.
• HEALWELL’s plan is to deeply combine its business important AI gear with Intrahealth and backup manufacture a after life AI Powered EHR to backup considerably enlarge healthcare suppliers and make allowance them to power higher fitness results at decrease prices in a fashion aligned with world Worth Based totally Assist (VBC) developments.

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TORONTO, Jan. 25, 2024 (GLOBE NEWSWIRE) —  HEALWELL AI Inc. (“HEALWELL” or the “Company”) (TSX: AIDX, OTCQX: HWAIF), a healthcare generation corporate thinking about AI and knowledge science for preventative assist, is happy to announce that it has entered into an pledge to obtain Intrahealth Methods Restricted (“Intrahealth”), a subsidiary of WELL Condition Applied sciences Corp. (“WELL”) (TSX: WELL), which is an insider of the Corporate, pursuant to an arm’s space negotiated transaction for overall attention of roughly $24.2 million (the “Transaction”), a majority of which is anticipated to be paid in HEALWELL Elegance A subordinate balloting stocks. Intrahealth is a sophisticated SaaS-based Digital Condition Information (“EHR”) control platform for tiny and medium venture healthcare organizations throughout Canada, Australia, and Fresh Zealand. Intrahealth’s powerful platform meets the calls for of a large length of purchasers from a unmarried physician’s place of work to a multi-thousand person fitness establishment. Based in Fresh Zealand and headquartered in Vancouver, B.C., Intrahealth was once initially got via WELL in April 2021.

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The separate administrators of the Corporate have unanimously authorized the Transaction, with the administrators appointed via WELL recusing themselves from balloting. Lend Thornton LLP, as separate monetary consultant, additionally equipped an opinion to the administrators that, as of nowadays’s day, and according to and matter to sure guesses and boundaries that they made, that the honor to be paid via the Corporate to WELL for the stocks of Intrahealth is truthful, from a monetary viewpoint, to the Corporate.

Dr. Alexander Dobranowski, CEO of HEALWELL, commented at the acquisition, “Intrahealth is a highly respected global EHR with a rich history of supporting major health systems in three countries across two continents. Intrahealth will not only add mature SaaS and digital revenue, strong positive EBITDA and cashflows, but it will also serve as a platform to showcase the effectiveness of our industry leading AI solutions. Our firm belief is that the future of healthcare will be centered around AI enabled EHRs due to the enormous potential scope to positively impact healthcare providers and their patients. EHR systems that are not outfitted with AI capabilities either natively or through an AI powered clinical decision support system will not be able to retain their customers in the future. This presents an enormous market opportunity for companies such as HEALWELL who have the technology to drive this industry forward.”

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Hamed Shahbazi, Founder and CEO of WELL said, “When Intrahealth was acquired by WELL nearly three years ago, the intent was to enable Intrahealth to grow and expand. We achieved that goal and now Intrahealth enters the next stage of its development which we feel will be best achieved through pairing it more deeply with the HEALWELL platform. We believe the combination of HEALWELL’s best-in-class AI capabilities combined with Intrahealth’s EHR platform will result in the creation of one of the industry’s first AI powered EHR platform with next-generation clinical decision support capabilities that will provide patients and providers with powerful tools to drive better health outcomes at lower costs in a manner aligned with global Value Based Care trends. Given that we are a significant stakeholder in HEALWELL, we are excited about the value creation possibilities that will accrue as a result of HEALWELL and Intrahealth combining and effectively building the ultimate AI co-pilot for physicians.”

Intrahealth helps roughly 15,000 healthcare execs throughout its world community. In 2024, it’s anticipated that Intrahealth will generate greater than $12 million in revenues, succeed in over 80% improper margins, create certain EBITDA and higher cashflows. Roughly 70% of Intrahealth’s income is generated in Canada and over 80% of its income is top margin routine income.

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Dorian Prior, President of Intrahealth commented, “Our talented multi-national team at Intrahealth is thrilled to join HEALWELL at such an exciting time in their development as a company; we’re looking forward to integrating Intrahealth’s products with HEALWELL’s cutting-edge AI technologies. The future of healthcare will unquestionably involve AI and we feel fortunate to have an opportunity to be at the forefront of the future of our industry. This comes at a great time where we have never had a better pipeline of growth opportunities.”

Intrahealth is preoccupied within the industry of offering a collection of versatile tool answers to all kinds of shoppers together with fitness government, hospitals, crowd fitness outpatient centres, nation fitness, house assist, ambulatory assist, and various healthcare execs. Intrahealth supplies extremely configurable tool answers that still aid cellular platforms and seamless get entry to to digital assist/telehealth answers. Intrahealth’s answers for hospitals come with affected person management methods, mattress control, ready listing control, enterprise-wide scheduling, case control, healing control, catastrophe room operations and ward control, amongst many alternative options.

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Transaction Description 

HEALWELL is obtaining 100% of the stocks remarkable of Intrahealth from WELL for overall attention of roughly $24.2 million, to be paid via HEALWELL as follows: (i) $3.6 million paid in money on latter; (ii) $15 million in Elegance A subordinated balloting stocks of HEALWELL (the “Shares”) issued at latter at a deemed value of $0.69 in keeping with Percentage according to the amount weighted reasonable value of the Stocks for the 5 buying and selling days right away previous the day of this press shed, which is able to end result within the issuance of roughly 21.7 million Stocks; and (iii) $5 million to be paid out over refer to 10 months in both money or Stocks, at WELL’s discretion, which if such quantity was once paid in Stocks at $0.50, $0.70 or $0.90 in keeping with Percentage would end result within the issuance of 10.0 million, 7.1 million or 5.6 million Stocks, respectively, to WELL representing roughly 8.4%, 6.1% or 4.9%, respectively, of the issued and remarkable balloting securities of HEALWELL upcoming such issuance. WELL may also pay an earnout to the prior house owners of Intrahealth of roughly $0.6 million due in Might 2024.

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The Transaction may also lead to WELL changing into a untouched keep watch over individual of HEALWELL, which lately holds roughly 1.0 million Stocks, representing 1.1% of the issued and remarkable balloting securities of HEALWELL, retaining between 22.7 million and 32.7 million Stocks according to the foregoing, representing 20.7% and 27.3% of the issued and remarkable balloting securities of HEALWELL, respectively, upcoming the Transaction is finished. Dr. George Christodoulou and Dr. Sven Grail also are keep watch over individuals of HEALWELL retaining 16.5 million and 15.6 million of the Elegance A Stocks, respectively, and 15.4 million and 15.6 million of the Elegance B balloting stocks of HEALWELL, respectively, representing 15.1% and 14.2% of the issued and remarkable balloting securities of HEALWELL, respectively.

There could also be deny balloting believe or alike pledge governing the issued and remarkable balloting securities of HEALWELL. The Transaction is anticipated to related on or about February 1, 2024.

Shareholder Favor and Regulatory Issues

Below the foundations of the Toronto Secure Trade (“TSX”), the issuance of the Stocks to WELL pursuant to
the Transaction calls for the approbation of a majority of holdings of balloting securities of the Corporate, apart from stocks held via WELL, which is an birthday party in recognize of the Transaction, in particular, because the Transaction is matter to the disinterested shareholder approbation necessities of (a) categories 604(a)(ii) and 611(b) of the TSX Corporate Guide as: (i) WELL is a homogeneous birthday party of the Corporate; and (ii) the worth of the honor paid to WELL for the acquisition of the stocks of Intrahealth can be more than 10% of the wave marketplace capitalization of the Corporate and the collection of securities issued or issuable to insiders of the Corporate as a gaggle, along with any securities issued or made issuable to insiders as a gaggle for acquisitions throughout the previous six months, in fee of the acquisition value for the Transaction exceeds 10% of the collection of securities of the Corporate that are remarkable on a non-diluted foundation, previous to the day of latter of the Transaction; and (b) category 611(c) of the TSX Corporate Guide because the collection of securities issued or issuable in fee of the acquisition value for the Transaction would possibly exceed 25% of the collection of securities of the Corporate that are remarkable, on a non-diluted foundation. Shareholders representing a majority of the balloting stocks of the Corporate have performed a written consent approving the Transaction. The TSX has prompt the Corporate that it is going to be approved to depend on that written consent of such shareholders as proof of the desired majority shareholder approbation in keeping with category 604(d) of the TSX Corporate Guide, and accordingly that it is going to now not be required to keep a proper particular shareholder assembly to hunt approbation of the Transaction.

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Below Multilateral Device 61-101 Coverage of Minority Safety Holders in Particular Transactions (“MI 61-101”), the Transaction constitutes a “related party transaction” as a result of WELL holds greater than 10% of the exceptional Elegance A Stocks of the Corporate. On the other hand, the Transaction is excepted from the formal valuation and minority shareholder approbation necessities of MI 61-101 in reliance at the exemptions eager forth in categories 5.5(e) and 5.7(1)(c) of MI 61-101, because the Transaction is supported via a keep watch over individual of the Corporate within the cases described in category 5.5(e) of MI 61-101.

Dr. Alexander Dobranowski
Eminent Government Officer
HEALWELL AI Inc.

About HEALWELL

HEALWELL is a healthcare generation corporate thinking about AI and knowledge science for preventative assist. Its venture is to give a boost to healthcare and save lives via early identity and detection of problem. As a physician-led group with a confirmed control group of skilled executives, HEALWELL is executing a method focused round creating and obtaining generation and medical sciences features that supplement the Corporate’s highway map. HEALWELL is publicly traded at the TSX beneath the emblem “AIDX” and at the OTC Trade beneath the emblem “HWAIF”.

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To be told extra about HEALWELL, please consult with https://healwell.ai/.

Ahead-Having a look Statements

Sure statements on this press shed, represent “forward-looking information” and “forward-looking statements” (jointly, “forward-looking statements”) throughout the that means of acceptable Canadian securities rules and are according to guesses, expectancies, estimates and projections as of the day of this press shed. Ahead-looking statements on this press shed contains with out limitation statements with regards to the Transaction, together with the phrases and situations, latter day and affects thereof; HEALWELL’s expected advantages and synergies from the Transaction, together with Intrahealth’s anticipated 2024 revenues; HEALWELL’s generation plans together with it’s skill to kill on its strategic targets, together with HEALWELL’s skill to spot and related acquisition goals and to settingup untouched AI industrial tasks, the success of profitability and income goals; HEALWELL’s generation expansion potentialities and industry outlook; the deliberate expansion of HEALWELL’s buyer bottom and the anticipated expansion of operations, and the generation situations of the healthcare and healthcare AI marketplace. Readers are cautioned not to playground undue reliance on forward-looking statements. Untouched effects and traits would possibly vary materially from the ones pondered via those statements.

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Ahead-looking statements are frequently, however now not at all times, known via phrases or words comparable to “to become”, “improve”, “growth”, “ensuring”, “continue”, “anticipated”, “expects”, “proceed”, “potential”, “future”, “consider”, “result in”, “increase”, “deliver”, “emerging”, “is poised”, “plan”, “position”, “opportunities”, “expansion”, “exercise”, “ensure”, “achieve”, “acquire”, “complete”, “satisfy”, “entitle”, “subject to” or diversifications of such phrases and words or statements that sure generation situations, movements, occasions or effects “will”, “may”, “could”, “would”, “should”, “might” or “can” be taken, happen or be accomplished, or the destructive of any of those phrases . Ahead-looking statements are essentially founded upon control’s perceptions of historic developments, wave situations and anticipated generation traits, in addition to numerous particular elements and guesses that, date thought to be cheap via HEALWELL as of the day of such statements, are out of doors of HEALWELL’s keep watch over and are inherently matter to important industry, financial and aggressive uncertainties and contingencies which might end result within the forward-looking statements in the end being solely or in part mistaken or unfaithful. Ahead-looking statements contained on this press shed are according to diverse guesses, together with, however now not restricted to, refer to: the pride of any extra situations to the Transaction together with, with out limitation, any generation acceptance of the Transaction via the TSX or securities fee and the receipt of any extra approvals for the Transaction, together with however now not restricted to any longer acceptance, any board approvals, shareholder approvals or 3rd birthday party is of the same opinion. Despite the fact that HEALWELL’s control believes that the guesses made and the expectancies represented via such knowledge are cheap, there will also be deny word of honour that the forward-looking statements will turn out to be correct. Via their nature, forward-looking statements are matter to inherent dangers and uncertainties that can be basic or particular and which offer get up to the chance that expectancies, forecasts, predictions, projections, or conclusions won’t turn out to be correct, that guesses is probably not proper, and that targets, strategic targets and priorities might not be accomplished.

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Recognized and unknown chance elements, lots of that are past the keep watch over of HEALWELL, may just motive the fresh result of HEALWELL to vary materially from the effects, efficiency, achievements, or traits expressed or implied via such forward-looking statements. Such chance elements come with however don’t seem to be restricted to these elements that are mentioned beneath the category entitled “Risk Factors” in HEALWELL’s most up-to-date annual knowledge mode dated March 31, 2023, and within the initial cut mode bottom shelf prospectus dated January 19, 2024, either one of that are to be had beneath HEALWELL’s SEDAR+ profile at www.sedarplus.com. The chance elements don’t seem to be meant to constitute a whole listing of the standards that might have an effect on HEALWELL, and the reader is cautioned to believe those and alternative elements, uncertainties and attainable occasions moderately and to not put undue reliance on forward-looking statements. There will also be deny word of honour that forward-looking statements will turn out to be correct, as fresh effects and generation occasions may just vary materially from the ones expected in such statements. Ahead-looking statements are equipped resulting in offering details about control’s expectancies and plans with regards to the generation. Additional, those forward-looking statements are made as of the day of this information shed and, except for as expressly required via acceptable regulation, HEALWELL disclaims any goal or legal responsibility to replace or revise any forward-looking statements whether or not because of untouched knowledge, generation occasions or in a different way, or to give an explanation for any subject material remaining between next fresh occasions and such forward-looking statements, except for to the level required via acceptable regulation. All the forward-looking statements contained on this press shed are certified via those cautionary statements.

For more info:

Pardeep S. Sangha
Investor Members of the family, HEALWELL AI Inc.
Telephone: 604-572-6392
ir@healwell.ai

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