Early Warning News Release

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

TORONTO, Dec. 20, 2023 (GLOBE NEWSWIRE) -- This news release is being issued by Dr. Sven Grail ("Dr. Grail") and Grail Family 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. Grail's transfer (the "Transfer") 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") to Grail Family Foundation. 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 December 20, 2023, Dr. Grail transferred to Grail Family Foundation 14.9 million Class A Subordinate Voting Shares and 14.9 million Class B Multiple Voting Shares of the Company (the "Transferred Shares"). Grail Family Foundation is a charitable foundation of which Dr. Grail is the sole member and director. The Transfer was completed as a charitable gift for no consideration. Subsequently and as required by its terms, Grail Family Foundation became bound by the previously entered into call option agreement that Dr. Grail's had entered into with WELL Health Technologies Corp. ("WELL") (the "Call Option Agreement") under which WELL was granted the option (the "Call Option") to acquire the Transferred Shares from Dr. Grail. For details of the Call Option Agreement, reference is made to the press release and early warning report filed by Dr. Grail on or about October 2, 2023 which are both available on the Company's profile on SEDAR+ at www.sedarplus.ca.

Immediately prior to the Transfer, Dr. Grail owned, or exercised control or direction over, 15,652,394 Class A Subordinate Voting Shares and 15,400,000 Class B Multiple Voting Shares, representing 21.3% of the outstanding Class A Subordinate Voting Shares and 50% of the outstanding Class B Multiple Voting Shares. Immediately following the Transfer and prior to the exercise of the Call Option, Dr. Grail continues to exercise control over the Transferred Shares by virtue of being the sole member and director of Grail Family Foundation.

If the Call Option were to be fully exercised and all of the Transferred Shares were acquired by WELL, Dr. Grail would own, or exercise control or direction over 252,394 Class A Subordinate Voting Shares and 0 Class B Multiple Voting Shares, representing 0.3% of the Company's outstanding Class A Subordinate Voting Shares and 0% of the outstanding Class B Multiple Voting Shares, of which no Class A Subordinate Voting Shares or Class B Multiple Voting Shares would be owned or controlled by Grail Family Foundation.

Grail Family 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. Grail and Grail Family Foundation under applicable securities laws and will be available on the Company's profile on SEDAR+ at www.sedarplus.ca.

Contact Info:
Dr. Sven Grail
[email protected]