MCI Onehealth Technologies Inc. announced that it has entered into definitive agreements with WELL Health Technologies Corp. ("WELL"), that will result in MCI selling a significant portion of its clinical assets to WELL Health Clinic Network Inc., obtaining new financing and positioning MCI to emerge as a key national platform with a strong focus on AI-powered healthcare technology and clinical research (the "Transaction"). The Transaction is the outcome of a review of strategic alternatives which has been underway for over a year, under the supervision of a special committee of the Company consisting of two of its independent directors.

Implementation of the Transaction is conditional on the receipt of all required approvals from the Toronto Stock Exchange ("TSX"), regulatory bodies and the shareholders of the Company, as well as the satisfaction of other conditions precedent. Pursuant to the definitive agreements executed by the parties on July 19, 2023, the Transaction will be comprised of the following key elements: Bridge Financing: WELL is advancing $3 million to the Company under a secured promissory note, to provide the Company with working capital to stabilize its business, continue to operate in the ordinary course and to accelerate the pursuit of its strategic plan during the interim period between signing and closing. The note bears interest at a rate of prime plus 9%, which will accrue and be payable, along with all outstanding principal, on the earlier of four months or the date the Transaction closes.

The promissory note is secured against all of the present and after acquired personal property of the Company and its subsidiary, MCI Medical Clinics Inc. The Company will complete a convertible debenture financing to raise between $7.5 million and $10 million, to fund working capital and support future M&A activity while it focuses on growing its data-driven, AI-enabled healthcare technology offerings. WELL will participate in the financing as lead investor, for a minimum of $2.5 million of the total financing. The debentures will be unsecured obligations of the Company, mature 5 years from the date the financing closes, and bear interest at a rate of 10% per annum, which will be payable at a rate of 1% per annum, which is payable at a rate of 1%.