HEALWELL AI Announces $8 Million Bought Deal Private Placement

2023-10-03

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

TORONTO, Oct. 03, 2023 (GLOBE NEWSWIRE) -- HEALWELL AI Inc. ("HEALWELL" or the "Company") (TSX: AIDX) is pleased to announce that it has entered into an agreement with Eight Capital, on behalf of a syndicate of underwriters, in connection with a "bought deal" private placement financing of 13,333,400 Class A subordinate voting shares of the Company (the "Shares") at a price of $0.60 per Share, for aggregate gross proceeds of $8,000,040 (the "Offering").

The Company intends to use the net proceeds of the Offering general corporate and working capital purposes.

The closing of the Offering is expected to occur on or about October 13, 2023 (the “Closing Date”), and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the conditional approval from the Toronto Stock Exchange.

The Shares to be issued under the Offering will be offered to purchasers pursuant to: (i) the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) in an amount up to 8,333,000 Shares (the “LIFE Shares”) and (ii) other applicable exemptions from the prospectus requirements under NI 45-106 in an amount up to 5,000,400 Shares (the “Hold Shares”) in all the provinces of Canada, except Québec. The LIFE Shares will not be subject to resale restrictions pursuant to applicable Canadian securities laws. The Hold Shares will be subject to the statutory hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities laws. Purchasers under the Offering will receive a fixed ratio of LIFE Shares to Hold Shares, being approximately 5:3.

There is an offering document relating to the Offering of the LIFE Shares that can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at www.healwell.ai. Prospective investors should read the offering document before making an investment decision.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful. No securities may be offered or sold to, or for the account or benefit of persons in the United States or to any U.S. persons or in any other jurisdiction in which such offer or sale would be unlawful absent registration under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and any applicable state securities laws or an exemption therefrom or qualification under the securities laws of such other jurisdiction or an exemption therefrom. “United States” and “U.S. persons” shall have the meaning given to them in Regulation S under the U.S. Securities Act.

About HEALWELL AI Inc.

HEALWELL AI is a healthcare technology company focused on AI and data science for preventative care. Our mission is to improve healthcare and save lives through early identification and detection of disease. As a physician led organization with a proven management team of experienced executives, HEALWELL AI is executing a strategy centered around developing and acquiring technology and clinical sciences capabilities that complement the company’s roadmap. HEALWELL is publicly traded on the Toronto Stock Exchange under the symbol “AIDX”. For more information, visit www.HEALWELL.ai.

Contact Information

Alexander Dobranowski

Chief Executive Officer

416-440-4040 x.201

ir@healwell.ai

Cautionary Note Regarding Forward-Looking Information

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 and are based on assumptions, expectations, estimates and projections as of the date of this press release. Forward-looking statements in this press release include statements with respect to, among others, the Company’s business strategy, plans and other expectations, beliefs, goals, objectives, and information and statements about possible future events, including the intended use of proceeds and expected Closing Date of the Offering, and the approval of the Toronto Stock Exchange and any other regulatory approvals with respect to the Offering. Forward-looking statements are often, but not always, identified by words or phrases such as "expects", "is expected", "anticipates", "believes", "plans", "projects", "estimates", "assumes", "intends", "strategies", "targets", "goals", “mission”, "forecasts", "objectives", "budgets", "schedules", "potential" or variations thereof or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved, or the negative of any of these terms and similar expressions. 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 the Company as of the date of such statements, are outside of the Company’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 and factors, including, but not limited to, the following: the assumption that the Toronto Stock Exchange will approve the Offering, assumptions with respect to the closing of the Offering; and that the risk factors noted below, collectively, do not have a material impact on the Company’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 the Company, could cause the actual results of the Company 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 the Company’s most recent annual information form which is available under the Company’s SEDAR+ profile at www.sedarplus.ca. The risk factors are not intended to represent a complete list of the factors that could affect the Company 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. The Company 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.