Mr. Hamed Shahbazi reports

WELL HEALTH PROVIDES CORPORATE UPDATE ON CAPITAL ALLOCATION PROGRAM INCLUDING EXPANDED CREDIT FACILITY AND THE STRATEGIC ACQUISITION OF A LEADING E-CONSULT

Well Health Technologies Corp. has provided a corporate update highlighting the expansion and extension of its senior secured credit facility and the completion of the strategic acquisition of a leading e-consult platform in Alberta, Canada, consisting of a technology enabled e-consult health care services business and a network of eight primary care clinics largely based in the Calgary region.

"We are pleased to provide a corporate update highlighting the continued progress and strength of our Canadian clinics capital allocation program, which doubled the number of acquisition transactions completed in 2025 as compared to 2024," said Hamed Shahbazi, founder and chief executive officer of Well. "The expansion and extension of our senior secured credit facility significantly enhances our financial flexibility and is a testament to the financial community's support and trust in our efforts to support care providers while helping create a more efficient and productive health care ecosystem. We are also very pleased to confirm that we've acquired a scalable, technology-enabled health care e-consult capability enabling primary care providers and specialists to collaborate in a timely and efficient manner to improve patient outcomes. Combined with strong operational performance across our clinics in 2025, these developments underscore the durability of our platform and our ability to consistently execute on both organic growth and strategic M&A [mergers and acquisitions] over the long term."

"Our Canadian clinics continue to make meaningful progress in clinic transformation, digitization and physician recruitment," said Dr. Michael Frankel, chief medical officer and president of Canadian Clinics. "I'm pleased to report that the majority of our clinics have now completed their initial stage of digitization. While our clinic transformation road map has many more stages and features to roll out, we are already seeing the positive effects of our digitization work, along with our strong patient satisfaction, as reflected in our above-average NPS [net promoter score]. All this, in addition to our continued physician growth across the network, is allowing us to improve access to care while building a more efficient and sustainable clinical platform that supports both patients and providers."

Well expands Alberta clinics network and adds tech-enabled e-consult delivery capabilities

Well completed the acquisition of E-Consult Canada LP, a technology-enabled e-consult health care services business, which closed effective Feb. 1, 2026, and eight primary care clinics in Alberta, which closed on Dec. 1, 2025. Well acquired 100-per-cent ownership of the clinics through its proven clinic absorption model and acquired a majority 61-per-cent ownership interest in the e-consult platform for approximately $33-million, paid in an all-cash transaction. The acquisition of the clinics and the e-consult platform is expected to contribute pro forma annual revenue of approximately $45-million cumulatively across both the e-consult and clinic businesses, reflecting gross margins of approximately 48 per cent and operating adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) margins of better than 20 per cent.

The acquisition of the clinics further strengthens the company's outpatient primary care clinic network in Alberta by approximately 30 health care providers. The e-consult platform is a technology-enabled e-consult health care service that connects primary care physicians and specialists across Alberta, supporting over 100 providers. The addition of an e-consult platform diversifies Well's care delivery model and positions the company to expand its e-consult services within Alberta and into additional provinces, territories and/or indigenous communities over time.

The e-consult platform enables primary care physicians to securely connect digitally with specialists and receive timely clinical guidance in an asynchronous form. This collaboration helps reduce wait times for specialist input, improves the accuracy and consistency of patient support, and strengthens communication between care providers. Importantly, all clinical decisions remain fully led by physicians and licensed health providers.

By empowering primary care physicians to resolve many cases without the need for a referral, the e-consult platform is designed to meaningfully reduce the need for unnecessary diagnostic imaging and referrals. This represents a critical benefit for the public system, where diagnostic capacity is often a major constraint. Avoiding unnecessary diagnostics helps preserve limited resources, improves patient flow, and supports a more efficient and sustainable health care system over all. The e-consult platform delivers clear clinical and operational benefits without changing existing financing models or provider accountability, allowing it to integrate cleanly within public health care environments.

Well expands and extends credit facility with RBC, JPMorgan and TD Bank

In support of its continuing growth plans, Well is pleased to announce that it has upsized and extended its senior secured credit facility under Well Health Clinics Canada Inc., a wholly owned subsidiary of Well, led by Royal Bank of Canada, JPMorgan Chase Bank N.A., and Toronto-Dominion Bank as co-lead arrangers and joint bookrunners and supported by a syndicate of lenders, to $400-million, an increase of more than $200-million over the capacity previously announced in July, 2025. The credit facility has been extended by a further three years to 2030. As of Dec. 31, 2025, as well as postacquisition of the e-consult platform, the leverage ratio in this facility is expected to be less than 3.0 times. The terms of the credit facility are consistent with comparable syndicated credit arrangements across Canada and contain customary provisions with respect to mandatory repayments and amortization, financial and other covenants, and supporting security structure.

The credit facility financing was materially oversubscribed during the syndication process, highlighting strong demand and confidence of Well's banking partners in the company's business model, while providing a strong financial foundation to support the company's growth initiatives. As of today's date, the credit facility has in excess of $195-million of remaining available capacity.

Accelerating growth in Canadian clinic capital allocation program

The new expanded credit facility enables Well to execute on its large pipeline of clinic assets. The Canadian clinics M&A (merger and acquisition) pipeline includes some of the largest prospective targets in the company's history. Well currently has approximately $245-million of clinical revenue under advanced stage or signed LOI (letter of intent) of potential acquisitions.

The Well Canadian clinic business increased its acquisition activities last year as the company completed 20 clinic acquisition transactions (including three absorptions) in 2025, compared with 10 in 2024. Well allocated approximately $77-million to these clinical acquisitions in 2025, representing an increase of over 400 per cent compared with 2024 capital deployment.

About Well Health Technologies Corp.

Well's mission is to tech-enable health care providers. The company does this by developing the best technologies, services and support available, which ensures health care providers are empowered to positively impact patient outcomes. Well's comprehensive health care and digital platforms include extensive front- and back-office management software applications that help physicians run and secure their practices. Well's solutions enable more than 43,000 health care providers between the United States and Canada and power the largest owned and operated health care ecosystem in Canada, with more than 240 clinics supporting primary care, specialized care and diagnostic services. In the United States, Well's solutions are focused on specialized markets such as the gastrointestinal market, women's health, primary care and mental health. Well is publicly traded on the Toronto Stock Exchange under the symbol WELL and on the OTC (over-the-counter) exchange under the symbol WHTCF.

We seek Safe Harbor.