Mr. Nolan Reeds reports

MCI ONEHEALTH ANNOUNCES VOTING RESULTS OF 2023 ANNUAL GENERAL AND SPECIAL MEETING OF ITS SHAREHOLDERS

MCI Onehealth Technologies Inc. has released the voting results from its annual general and special meeting of the shareholders of the company held on Sept. 21, 2023. Shareholders representing 97.72 per cent of MCI's outstanding shares attended the meeting in person or were represented by proxy.

All matters of business set out in the company's management information circular dated Aug. 21, 2023, were passed at the meeting, including:

• Fixing the number of directors at five and electing management's five nominees.
• Re-appointing BDO Canada LLP as auditor of the Company.
• Ratifying and approving the Company's equity incentive plan and the rolling 10% cap on the number of Class A Subordinate Voting Shares of the Company that may be allocated to equity incentive grants under the plan (the "Equity Incentive Plan Resolution").
• Authorizing the board of directors to amend the options for Class A Subordinate Voting Shares held by Alexander Dobranowski and Scott Nirenberski, the CEO and CFO of the Company, to reduce their exercise prices and increase their term beyond their original expiry dates (the "Option Amendment Resolution").
• Authorizing the Company to participate in a strategic transaction (the "Transaction") with WELL Health Technologies Corp. ("WELL"), as described in greater detail in the Company's press release dated July 20, 2023, (the "Transaction Approval Resolution") and authorizing the creation of WELL as a new control person of the Company upon completion of the Transaction (the "Change of Control Resolution").
• Authorizing a consolidation of the Company's Class A Subordinate Voting Shares and Class B Multiple Voting Shares (the "Share Consolidation Resolution").
• Authorizing the Company to file articles of amendment to amend the share terms applicable to its Class B Multiple Voting Shares to facilitate completion of the Transaction (the "Class B Multiple Voting Share Terms Resolution").
• Authorizing a change to the Company's name from "MCI Onehealth Technologies Inc." to a name to be determined by the board of directors (the "Name Change Resolution").
• Authorizing Dr. Sven Grail and Dr. George Christodoulou, each a control person of the Company, and their permitted transferees under Section 3.2 of Ontario Security Commission Rule 56-501 to grant a call option in respect of the Transaction and to make one or more distributions of their respective Class A Subordinate Voting Shares pursuant to applicable prospectus exemptions (the "Control Person Distribution Resolution").

Additional details on the voting results are set out below. For more information on the resolutions and the business of the Meeting, readers should refer to the Circular, a copy of which is available under the Company's profile on SEDAR+.

Election of Directors

Approximately 100% of the votes cast at the Meeting, or 369,257,600 votes, were cast in favour of the fixing the number of directors of the Company at five. The details of the proxy voting for the election of the five director nominees are set out below:

Nominee                    Votes For   % For  Votes Withheld % Withheld  

Dr. Alexander Dobranowski 369,250,243 99.99 %     8,607        0.002 %  
Kingsley Ward             368,163,113 99.70 %   1,095,737      0.297 %  
Anthony Lacavera          368,163,113 99.70 %   1,095,737      0.297 %  
Bashar Al-Rehany          368,163,113 99.70 %   1,095,737      0.297 %  
Dr. Robert Francis        368,163,113 99.70 %   1,095,737      0.297 %

The Company confirms that Dr. Grail and Dr. Christodoulou, the former Co-Chairs of the Company, did not stand for re-election at the Meeting this year. MCI would like to sincerely extend its gratitude to Dr. Grail and Dr. Christodoulou for their many valuable contributions to the Company during their tenure as directors, founders and Co-Chairs, and wish them great success in their future endeavours.

Ratification of Equity Incentive Plan

Approximately 99.70% of the votes cast at the Meeting, or 368,160,068 votes, were cast in favour of the Equity Incentive Plan Resolution.

Option Amendments

Approximately 99.67% of the votes cast at the Meeting, or 348,113,908 votes, were cast in favour of the Option Amendment Resolution, after excluding 20,003,160 votes associated with shares of the Company held or controlled, directly or indirectly, by Dr. Alexander Dobranowski and Mr. Scott Nirenberski, each of whom has an interest in the options to be amended

The implementation of the option amendments remains subject to the discretion of the Board, who may decide to postpone or altogether forgo these actions in their sole discretion.

Strategic Transaction Approvals

Approximately 99.99% of the votes cast at the Meeting, or 369,256,300 votes, were cast in favour of the Transaction Approval Resolution.

Approximately 99.99% of the votes cast at the Meeting, or 54,596,860 votes, were cast in favour of the Change of Control Resolution, after excluding 314,659,440 votes associated with shares of the Company held or controlled, directly or indirectly, by Dr. Grail and Dr. Christodoulou.

While the Transaction has been approved by the Shareholders of the Company and the Company continues to work diligently with its representatives, counterparties and stakeholders to satisfy the conditions to closing the Transaction, there can be no assurance at this time that the Transaction will be completed on the terms, conditions or timelines that have been proposed or at all. Trading in the Company's securities in anticipation of completion of the Transaction should be considered highly speculative. The Company will provide further updates on the status of the Transaction in due course.

Name Change and Amendments to Class B Multiple Voting Shares

Approximately 99.99% of the votes cast at the Meeting, or 369,256,393 votes, were cast in favour of approving the Name Change Resolution.

Approximately 99.99% of the votes cast at the Meeting, or 54,594,258 votes, were cast in favour of the Class B Multiple Voting Share Terms Resolution, after excluding 314,659,440 votes associated with shares of the Company held or controlled, directly or indirectly, by Dr. Grail and Dr. Christodoulou. This resolution required approval on a class-by-class basis, with each class of shareholder voting separately. The votes cast in favour of the Class B Multiple Voting Share Terms Resolution consisted of 12,594,264 votes of Class A Subordinate Voting Shares, representing 99.96% of the votes cast by holders of Class A Subordinate Voting Shares at the Meeting, after excluding 32,659,434 votes associated with shares of the Company held or controlled, directly or indirectly, by Dr. Grail and Dr. Christodoulou, and 41,999,994 votes of Class B Multiple Voting Shares, representing 100% of the votes cast by the holders of Class B Multiple Voting Shares at the Meeting, after excluding 282,000,006 votes associated with shares of the Company held or controlled, directly or indirectly, by Dr. Grail and Dr. Christodoulou.

The implementation of the name change and the amendment to the share terms of the Company remain subject to the discretion of the Board, who may decide to postpone or altogether forgo these actions in their sole discretion.

Share Consolidation

Approximately 99.99% of the votes cast at the Meeting, or 369,254,905 votes, were cast in favour of approving the Share Consolidation Resolution.

The implementation of the share consolidation remains subject to the discretion of the Board, who may decide to postpone or altogether forgo these actions in their sole discretion. At this time, the Company does not anticipate completing the share consolidation in advance of completion of the Transaction. An update on the status of the share consolidation, if any, will be provided by the Company in due course.

Control Person Distribution Resolution

Approximately 99.99% of the votes cast at the Meeting, or 54,594,258 votes, were cast in favour of the Control Person Distribution Resolution, after excluding 314,659,440 votes associated with shares of the Company held or controlled, directly or indirectly, by Dr. Grail and Dr. Christodoulou.

About MCI

MCI is a healthcare technology company focused on empowering patients and doctors with advanced technologies and data-driven clinical insights to increase access, improve quality, and reduce healthcare costs. Led by a proven management team of doctors and experienced executives, MCI remains focused on executing a strategy centered around acquiring technology and health services that complement the company's current roadmap.

We seek Safe Harbor.