• HEALWELL has acquired Auckland, New Zealand-based Orion Health Holdings Limited (“Orion Health”), a global healthcare intelligence platform providing subscription licenses and services to marquee public sector clients with data interoperability and healthcare navigation products.
  • Orion Health(1) has approximately 400 employees with offices in 11 countries globally. Its software solutions currently support over 70 public and private sector customers representing 150 million patient lives world-wide.
  • HEALWELL will utilize Orion’s global health systems and deploy its best-in-class AI technology products to deliver actionable insights and drive better healthcare outcomes, deepening its public sector penetration and supporting Orion Health’s long-standing government relationships.
  • The acquisition was funded through approximately $55 million from subscription receipts financings and up to $50 million in senior bank debt provided by two Canadian Chartered Banks.
  • Ian McCrae, founder of Orion Health, was appointed to the board of HEALWELL on closing.

TORONTO, ON, April 1, 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 the Company has acquired all of the ordinary shares of Orion Health, a global healthcare intelligence platform serving marque public sector clients, for total consideration of approximately NZD$175 million plus a performance based earn-out of up to a further NZD$25 million (the “Transaction”) in accordance with the share purchase agreement dated December 16, 2024, as amended (the “Agreement”), among the Company, HEALWELL New Zealand Limited, Orion Health, McCrae International Limited (“McCrae International”), and McCrae Limited (the “Vendor”).

Dr. Alexander Dobranowski, CEO of HEALWELL, commented, “We are thrilled to welcome Orion Health to the HEALWELL family and are excited at the potential of creating a powerhouse of innovation that will deliver actionable insights and drive better healthcare outcomes globally. The acquisition of Orion Health represents a transformative milestone for the Company, bringing large enterprise customers, recurring revenues, strong operating margins and free cashflow conversion to HEALWELL while providing a significant new channel for the distribution of our best-in-class AI products. In addition, the acquisition strengthens our position in the public sector, enabling us to deepen our reach with government partners, thanks to Orion Health’s strong, long-standing relationships. With the added synergies from WELL Health, we are poised to transform healthcare through AI and data-driven innovation.”
Brad Porter, CEO of Orion Health, commented, “We are delighted to be joining forces with HEALWELL and delivering on our combined mission of revolutionizing healthcare through AI and data driven innovation. AI-driven insights have the potential to revolutionize how healthcare providers interact with data, leading to improved decision-making, better patient outcomes, and more efficient care delivery. By leveraging HEALWELL’s expertise in AI, and Orion Health’s R&D in New Zealand, we will enhance our Virtuoso and Amadeus platforms, ensuring healthcare organizations worldwide have access to the most advanced tools for care coordination and population health management. We are truly excited with the potential of our combined platforms and capabilities and look forward to the bright future ahead.”

The acquisition of Orion Health provides new opportunities for global health systems to access HEALWELL’s best-in-class AI technology delivering actionable insights and driving better healthcare outcomes. It unlocks substantial revenue synergy potential, as well as improved operational efficiencies and cost savings through shared services with WELL Health Technologies Corp. (“WELL Health”) (TSX: WELL). Collectively, these advantages strengthen HEALWELL’s financial profile, creating a larger, scalable business with substantial growth and value creation potential.

Transaction Details

The purchase price for the Transaction was approximately NZD$175 million plus a performance based earn-out of up to a further NZD$25 million. Approximately NZD$105 million was paid in cash and an additional NZD$70 million (converted into Canadian dollars) was paid through the issuance of 35,643,478 Class A Subordinate Voting Shares (each, a “Share”) at an agreed upon price of C$1.61 per Share, of which 78.6% of such Shares are subject to certain voluntary resale and trading restrictions.

The earn-out is a three-year performance-based earn-out of up to NZD$25 million, with up to 50% of the amount payable, at the Vendor’s option, in Shares based on the 10-day VWAP of the Shares prior to the applicable payment date. The earn-out is contingent upon Orion Health’s ability to achieve Normalized EBITDA (as calculated in the Agreement) greater than NZ$20 million for each 12-month period.
The purchase price was partially funded via a subscription receipt equity offering of approximately C$25.5 million at a price of C$2.00 per subscription receipt (the “Equity Offering”), and a subscription receipt convertible debt offering of approximately C$27.3 million at a price of C$910 per debt subscription receipt (the “Debt Offering”), both of which were co-led by Eight Capital and Scotia Capital Inc., as lead underwriters and joint bookrunners, together with a syndicate of underwriters. On closing of the Transaction: (i) the subscription receipts from the Equity Offering converted into 12,737,500 units of the Company (the “Units”), with each Unit entitling the holder thereof to one Share and one-half of one Share purchase warrant, with each whole warrant exercisable at a price of C$2.50 for a period of 36 months following the closing of the Equity Offering, and (ii) the subscription receipts from the Debt Offering converted into 30,000 convertible debentures in the principal amount of $1,000, each bearing interest at a rate of 10% per year, payable semi-annually in arears and maturing on December 31, 2029, all without any further action required on the part of the subscription receipt holders. The principal amount under the convertible debentures is convertible into Shares at a conversion price of C$2.40 per Share.

In addition, the purchase price was financed in part by a senior credit facility for an amount of up to C$50,000,000. The facility was provided by a syndicate of banks led by the Bank of Nova Scotia and inclusive of Royal Bank of Canada (collectively, the “Lenders”) and documented by way of a credit agreement dated March 4, 2025 (the “Credit Agreement”). The Credit Agreement matures on March 4, 2028. Security for the credit facility is comprised of security over all present and after-acquired property of each obligor under the Credit Agreement. The terms of the Credit Agreement are customary for a transaction of this nature.

Following the closing of the Transaction (the “Closing”) and Equity Offering, there were 261,547,371 Shares issued and outstanding on a non-diluted basis (339,778,565 Shares issued and outstanding on a fully-diluted basis).
In connection with the Transaction, the Company granted the Vendor a right to nominate a single member of the board of directors of the Company for so long as the Vendor (including any affiliates) holds over 66.7% of the Shares issued to the Vendor on closing of the Agreement (the “Threshold Share Percentage”). WELL Health has also entered into a Voting Support Agreement to vote its shares in favor of the appointment of the Vendor’s nominee so long as the Vendor holds the Threshold Share Percentage.

New Directors

The Company is excited to announce that it has expanded its board of directors through the appointment of Ian Richard McCrae, and has appointed Tina Raja and Sam Englebardt as directors of the Company following the resignations of Bashar Al-Rehany and Kingsley Ward. The Company thanks Mr. Al-Rehany and Mr. Ward for their services and wishes them success in their future endeavours. Following these changes, the Company’s board is now comprised of six directors.

Ian Richard McCrae
Mr. McCrae is the founder of Orion Health and sole Vendor in the Transaction. He previously worked as a Scientist for the NZ Department of Scientific and Industrial Resource before later completing a Masters in Engineering Sciences. Ian went on to work for Imagineering and Ernst & Young before founding Orion Health in 1993. In 2010, Ian received a World Class New Zealander award and in 2014 Orion Health became the first company to win the NZ Supreme Hi-Tech Company of the Year for the second time. In 2023, Ian was inducted as a Flying Kiwi into the New Zealand Hi-Tech Hall of Fame.

Tina Raja
Tina Raja most recently served as a Partner, and the Head of Business Development and Capital Formation at 26North Partners – a next generation multi-asset class investment platform. Prior to this, she served as a Managing Director at Blackstone in the Tactical Opportunities group, where she led European Business Development & Investor Relations across – Tactical Opportunities, Growth Equity and
Insurance Solutions. Previously, she also served as Head of Co-Investments and Investor Relations at Gemcorp Capital LLP starting in 2015. Ms. Raja began her career in 2008 as an analyst at Goldman Sachs.
Raised in London, Ms. Raja earned a BA(Hons) degree in Economics from the University of Nottingham. In 2017, Ms. Raja was recognized in the inaugural Europe Forbes 30 under 30 list for her contributions to the Finance Industry. She also serves as a Young Advisory Director on the board for The Metropolitan Opera and the Global Council of The American Ballet Theatre.

Sam Englebardt
Mr. Englebardt is a media and technology investor and content producer who is a Co-Founder and Partner at Galaxy Digital Holdings Ltd. (TSX: GLXY), a publicly traded merchant bank focused on the institutionalization of digital assets. Mr. Englebardt is also the founding General Partner of Galaxy’s Interactive division; now investing from its third venture fund, with over $800mm of AUM, Galaxy Interactive invests in opportunities resulting from the convergence of our digital and physical lives, including healthcare. Prior to Galaxy Digital, Mr. Englebardt was a Partner and Managing Director at Lambert Media Group (LMG) from 2007 – 2016, where he sourced and managed a portfolio of media-sector private equity investments including Rave Cinemas (sold to Cinemark in 2013). In addition to several private Boards, Mr. Englebardt is on the Board of Directors of iHeart Media (NASDAQ: IHRT). Mr. Englebardt earned his J.D. from Harvard Law School and studied philosophy, political science and economics at Oxford University and the University of Colorado at Boulder, from which he graduated summa cum laude and Phi Beta Kappa.

Early Warning Report Disclosure

This press release is also being issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (“NI 62-103”) in connection with the issuance of the Shares to the Vendor and McCrae International. In connection with the issuance, McCrae International will file, together with the Vendor and Ian McCrae (the sole shareholder of the Vendor and McCrae International (collectively, the “Vendor Parties”), as joint actors, an early warning report pursuant to NI 62-103 with the securities regulators in each of the provinces of Canada with respect to the foregoing matters, a copy of which will be available under the Company’s profile at www.sedarplus.com. A copy of early warning report may also be obtained by contacting Luke Hills at luke.hills@gowlingwlg.com

Immediately prior to the Closing, the Vendor Parties did not beneficially own, directly or indirectly, or exercise control or direction over, any Shares or any securities convertible into or exercisable for Shares. Immediately following the Closing, the Vendor Parties acquired beneficial ownership, directly or indirectly, or exercised control or direction, over an aggregate of 35,643,478 Shares (representing
approximately 13.6% of the issued and outstanding Shares on a non-diluted basis, and 6.6% of the voting rights attached to the Shares and HEALWELL’s Class B Multiple Voting Shares (the “MVS”), based on 261,547,371 Shares and 30,800,000 MVSs outstanding immediately following the Closing), such aggregate shareholdings being comprised of:

  • 32,079,130 Shares (representing approximately 12.3% of the issued and outstanding Shares on a non-diluted basis, and 5.9% of the voting rights attached to the Shares and MVSs, based on 261,547,371 Shares and 30,800,000 MVSs outstanding immediately following the Closing) being beneficially owned by McCrae International; and
  • 3,564,348 Shares (representing approximately 1.4% of the issued and outstanding Shares on a non-diluted basis, and 0.7% of the voting rights attached to the Shares and MVSs, based on 261,547,371 Shares and 30,800,000 MVSs outstanding immediately following the Closing) being beneficially owned by the Vendor.
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About HEALWELL AI

HEALWELL is a healthcare artificial intelligence company focused 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 TSX 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.

For more information:

Pardeep S. Sangha
Investor Relations, HEALWELL AI Inc.
Phone: 604-572-6392 ir@healwell.ai