EARLY WARNING NEWS RELEASE

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

/EIN News/ -- TORONTO, ON, Oct. 02, 2023 (GLOBE NEWSWIRE) -- This news release is being issued by Dr. Sven Grail ("Dr.Grail") as required by National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with Dr. Grail’s potential disposition of Class A Subordinate Voting Shares and Class B Multiple Voting Shares in the capital of HealWELL AI Inc., formerly known as MCI Onehealth Technologies Inc. (the "Company"). The Company's Class A Subordinate Voting Shares are listed for trading on the Toronto Stock Exchange ("TSX") under the symbol "AIDX" and its head office is located at 4881 Yonge St., Suite 300, Toronto, Ontario M2N 5X3.

On October 1, 2023, the Company completed a previously announced strategic transaction (the "Transaction") with WELL Health Technologies Corp. (the "Purchaser"), the details of which are set out in the Company’s management information circular dated August 21, 2023, a copy of which is available under the Company’s profile on SEDAR+ at www.sedarplus.ca.   In connection with the Transaction, Dr. Grail and another shareholder of the Company entered into a call option agreement with the Purchaser (the “Call Option Agreement”) under which the Purchaser has been granted an option (the “Call Option”) to acquire from Dr. Grail up to 15.4 million Class A Subordinate Voting Shares and 15.4 million Class B Multiple Voting Shares of the Company (the “Optioned Shares”). The Call Option is exercisable for up to 36 months post-completion of the Transaction and its exercise is conditional on the achievement by the Company of a number of performance milestones designed to demonstrate improvements in the Company’s financial and capital markets performance, as well as obtaining any required TSX or regulatory approvals. The Call Option can only be exercised in pairs, such that the Purchaser must concurrently acquire a Class A Subordinate Voting Share and a Class B Multiple Voting Share.   Until the Call Option is exercised and their ownership transfers to the Purchaser, the Optioned Shares remain under the control of Dr. Grail subject to certain restrictions on transfer and voting as described in the early warning report referred to below.

Immediately prior to closing of the Transaction, Dr. Grail owned, or exercised control or direction over, 16,000,000 Class A Subordinate Voting Shares, 15,400,000 Class B Multiple Voting Shares and 44,894 deferred Class A Subordinate Voting Share units, representing 30.3% of the outstanding Class A Subordinate Voting Shares and 42.78% of the outstanding Class B Multiple Voting Shares. Immediately following closing of the Transaction and prior to the exercise of the Call Option, Dr. Grail’s ownership remains the same but as a result of the surrender to the Company for cancellation of 5,200,000 Class B Multiple Voting Shares by other shareholders of the Company in connection with the Transaction, the Class B Multiple Voting Shares held by Dr. Grail now represent 50.00% of the outstanding Class B Multiple Voting Shares of the Company.

If the Call Option were to be fully exercised and all of the Optioned Shares were acquired by the Purchaser, Dr. Grail would own, or exercise control or direction over, 600,000 Class A Subordinate Voting Shares, 0 Class B Multiple Voting Shares and 44,894 deferred Class A Subordinate Voting Share units, representing 1.2% of the Company's outstanding Class A Subordinate Voting Shares and 0% of the outstanding Class B Multiple Voting Shares.

An early warning report will be filed by Dr. Grail under applicable securities laws and will be available on the Company’s profile on SEDAR+ at www.sedarplus.ca.

Contact Info:

Dr. Sven Grail

drgrail@mcimed.com