HEALWELL AI Inc announced it has entered into an agreement on a bought deal private placement basis of 11,851,900 units at a price of CAD 1.35 per Unit for gross proceeds of CAD 16,000,065 on May 6, 2024. Each Unit will be comprised of one Class A subordinate voting share of the Company and one-half of one Share purchase warrant of the Company. Each Warrant shall entitle the holder thereof to purchase one Share at an exercise price of CAD 1.80 for a period of 2 years following the closing of the Offering. The Company has agreed to grant the Underwriters an over-allotment option to purchase up to an additional 15% of the Units at the Issue Price, exercisable in whole or in part, at any time on or prior to the date that is two (2) business days prior to the closing of the Offering. The closing of the Offering is expected to occur on or about May 24, 2024, or such other date as the Company and the Underwriters may agree and is subject to certain conditions, including the receipt of all necessary approvals, including conditional approval from the Toronto Stock Exchange. In connection with the Offering, the Underwriters will receive a cash commission equal to 6% of the gross proceeds of the Offering and that number of non-transferable broker warrants as is equal to 6% of the aggregate number of Units sold under the Offering. Each Broker Warrant will be exercisable to acquire one Share at a price of CAD 1.80 per Share for a period two (2) years after the closing of the Offering. Each of the Cash Commission payable and Brokers Warrants issuable to the Underwriters will be reduced to 3% with respect to subscribers identified on the Company?s president?s list, which president?s list will not exceed an aggregate amount of $10,000,000.

On Same date, the company amended the terms of transaction. The company will now issue 12,592,600 units at a price of CAD 1.35 per Unit for aggregate gross proceeds to the Company of CAD 17,000,010. The Company has agreed to amend the terms of the agent?s option granted to the Underwriters in order to permit the Underwriters to purchase up to an additional 2,222,400 Units at the Offering Price. The option is exercisable in whole or in part, at any time on or prior to the date that is two (2) business days prior to the closing of the Offering.