CARESPAN ANNOUNCES CLOSING OF SHARES FOR DEBT SETTLEMENT, ISSUANCE UNDER SHARES FOR SERVICES AGREEMENT, AND AMENDED WARRANT REPRICING

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

VANCOUVER, BC, Feb. 22, 2023 /CNW/ - CareSpan Health, Inc. (TSX-V: CSPN) ("Company" or "CareSpan"), announces that, further to its news release dated January 13, 2023, it has issued an aggregate of 1,311,288 common shares in the capital of the Company (the "Common Shares"), at a deemed price of CAD$0.12 per Common Share, pursuant to salary deferral agreements entered into with certain employees and Rembert de Villa, the Chief Executive Officer and a Director of the Company, with respect to salary payments deferred by these individuals during the 2022 calendar year (the "Deferred Salary").

The Company issued the Common Shares in full satisfaction of the Deferred Salary.

Rembert de Villa is a "Non-Arm's Length Party" (as such term is defined under the policies of the TSX Venture Exchange (the "TSXV")) of the Company and the issuance of the Common Shares to Mr. de Villa constitutes a related party transaction as defined under MI 61-101. Such transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the Common Shares issued to the interested party, nor the Deferred Salary owed to such interested party, exceed 25% of the Company's market capitalization.

All Common Shares issued pursuant to the settlement of the Deferred Salaries are subject to a hold period of four months plus a day from the date of issuance of the Common Shares in accordance with applicable securities legislation and the polices of the TSXV.

Shares for Services

As previously disclosed by the Company, the Company entered into an arm's length consulting agreement dated June 1, 2022 (the "Consulting Agreement"), pursuant to which a consultant shall provide certain work in the IT and operations area of the Company as directed by the Chief Executive Officer of the Company. As part of the consideration payable by the Company under the Consulting Agreement, the Company has agreed to issue that number of Common Shares equal to USD$2,500 per month, to be issued on a quarterly or semi-annual basis and pursuant to the policies of the TSXV.

For services rendered under the Consulting Agreement between the period of October 1, 2022 to December 31, 2022, the Company issued 84,877 Common Shares at a deemed price of CAD$0.12 per Common Share.

All Common Shares issued pursuant to the Consulting Agreement are subject to a hold period of four months plus a day from the date of issuance of the Common Shares in accordance with applicable securities legislation and the polices of the TSXV.

Warrant Repricing

Further to its news release dated February 10, 2023, the Company intends to reduce the exercise price of 2,491,131 common share purchase warrants (the "Warrants") issued on September 14, 2022 pursuant to the closing of a non-brokered private placement of units of the Company (for further details on such private placement see the Company's news release dated on September 14, 2022).  CareSpan will lower the exercise price of the Warrants from $0.40 to $0.17 per Warrant Share (the "Warrant Repricing"), in accordance with the policies of the TSX Venture Exchange (the "TSXV") and subject to approval from the TSXV. No Warrants have been exercised to date.

Certain individuals who are each considered a "related party" (as such term is defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions ("MI 61-101")) hold the class of Warrants which were subject to the Warrant Repricing:

Related Party	Warrants Held
Rembert de Villa (Chief Executive Officer)	260,700
William Bradford White	1,200,000
ICME International AG*	263,157
* ICME International AG is a healthcare consulting organization based in Germany and Switzerland, which Holger Micheel-Sprenger (a director of the Company) is CEO and has an ownership stake in.

The Warrant Repricing constitutes a related party transaction as defined under MI 61-101. Such transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the Warrants held by the interested party, nor the consideration for the Warrants paid by such interested party, exceed 25% of the Company's market capitalization.

Pursuant to the policies of the TSXV, because Rembert de Villa and Holger Micheel-Sprenger beneficially own, in the aggregate, more than 10% of the Warrants subject to the Warrant Repricing, the aggregate number of their Warrants repriced was limited to 10% of the total number of repriced Warrants.

About CareSpan Health 

CareSpan is a healthcare technology and services company that has developed and deployed a unique, proprietary integrated digital care platform, the CareSpan Clinic-in-the Cloud™, that creates easy access to care for the underserved. With a patient-centric approach focused on improving health outcomes, CareSpan uses sophisticated digital tools and capabilities to improve patient outcomes in primary care, chronic care, urgent care, and mental health. In addition to the integrated digital care platform, CareSpan has built and deployed a business support infrastructure for its professional networks, American-Advanced Practice Network and AmericanMedPsych Network. American-Advanced Practice Network harnesses the clinical capabilities of Nurse Practitioners to address the shortage in primary and chronic care in the country. American-MedPsych brings together providers to tackle shortages mainly in mental health.

Clinic-in-the-Cloud is a trademark of CareSpan USA Inc., a subsidiary of CareSpan Health, Inc.

ON BEHALF OF THE BOARD OF DIRECTORS:

"Rembert de Villa"
Rembert de Villa

Chief Executive Officer

For more information, visit: www.carespanhealth.com 

NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES IN THE UNITED STATES. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER OR SALE OF SECURITIES IN THE UNITED STATES.

The TSX-V and its Regulation Services Provider have not approved the contents of, nor taken responsibility for the adequacy or accuracy of, this press release.   

SOURCE CareSpan Health, Inc.

Rembert de Villa, CEO, Email: [email protected], Telephone: [phone], www.carespanhealth.com