CARESPAN ANNOUNCES $1,000,000 PRIVATE PLACEMENT OF UNITS OF THE COMPANY

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

VANCOUVER, BC, Dec. 14, 2022 /CNW/ – CareSpan Health, Inc. (TSXV: CSPN) (“Company” or “CareSpan”), is pleased to announce a non-brokered private placement (the “Private Placement“) of units of the Company (the “Units“) at a price of $0.10 per Unit, for gross proceeds of up to $1,000,000.

Each Unit shall be comprised of one common share in the capital of the Company (each, a “Share“) and one–half of one common share purchase warrant (each whole warrant, a “Warrant“). Each Warrant will entitle the holder to purchase one additional Share (each, a “Warrant Share“) for a period of 60 months from the date of issue of the Warrants at an exercise price of $0.15 per Warrant Share. Pursuant to the terms of the Private Placement, the Company intends to issue up to 10,000,000 Shares and 5,000,000 Warrants.

The Company may pay a finder’s fee in the form of a cash payment and/or the issue of Shares or common share purchase warrants in connection with the Private Placement within the maximum amount permitted by the policies of the TSX Venture Exchange (the “TSXV“). Closing of the Private Placement is subject to a number of conditions, including, without limitation, approval of the TSXV, and receipt of all necessary corporate and regulatory approvals.

The securities to be issued under the Private Placement will be offered by way of private placement in such provinces and/or territories of Canada as may be determined by the Company, to certain subscribers in the United States and outside the United States, in each case, pursuant to applicable exemptions from the prospectus requirements under applicable securities laws. Securities issued under the Private Placement will be subject to a hold period which will expire four months and one day from the date of the applicable closing of the Private Placement.

The Company intends to use the proceeds from the Private Placement for administrative and other general working capital

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

This press release may contain certain forward-looking information and statements (“forward-looking information”) within the meaning of applicable Canadian securities legislation, that are not based on historical fact, including without limitation statements containing the words “believes”, “anticipates”, “plans”, “intends”, “will”, “should”, “expects”, “continue”, “estimate”, “forecasts”  and other similar expressions. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements, including but not limited to, the completion of the Private Placement, the payment of a finder’s fee, obtaining approval of the TSXV, the jurisdictions of the Private Placement, the intended use of the proceeds of the Private Placement, and the number of Shares and Warrants to be issued by the Company. The Company undertakes no obligation to comment analyses, expectations or statements made by third-parties in respect of the Company, its securities, or financial or operating results (as applicable). Although the Company believes that the expectations reflected in forward-looking information in this press release are reasonable, such forward-looking information has been based on expectations, factors and assumptions concerning future events which may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond the Company’s control. The forward-looking information contained in this press release are expressly qualified by this cautionary statement and are made as of the date hereof. The Company disclaims any intention and has no obligation or responsibility, except as required by law, to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities.