Early Warning News Release
21 December 2023 - 9:30AM
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
svengrail@me.com
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