NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED
STATES
VANCOUVER, BC, Dec. 28,
2022 /CNW/ - CareSpan Health, Inc. (TSXV:
CSPN) ("Company" or "CareSpan"), is pleased to announce
that it has increased the size of its previously
announced non-brokered private placement (the "Private
Placement") from 10,000,000 units of the Company
(the "Units") to 11,000,000 Units, and that it has
closed the Private Placement for gross proceeds of $1,100,000. The Private Placement was fully
subscribed.
Each Unit consists 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 entitles 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 issued 11,000,000 Shares and
5,500,000 Warrants.
In connection with the Private Placement, the Company paid an
eligible arm's length party (the "Finder"): (i) a cash fee
of 7% of the aggregate value of Units sold pursuant Private
Placement in respect of subscriptions referred to the Company or
directly sourced by the Finder and issued on the closing of the
Private Placement; and (ii) a number of common share purchase
warrants (each a "Finder Warrant") equal to 7% of the Units
sold that were referred to or directly sourced by the Finder to the
Company. The Company paid the Finder a cash fees in the aggregate
amount of $9,100 and issued a total
of 91,000 Finder Warrants. The Finder Warrants will be issued on
the same terms as the Warrants.
The securities issued under the Private Placement were offered
by way of private placement in Canada, to certain subscribers in the United States, and outside the United States, in each case, pursuant to
applicable exemptions from the prospectus requirements under
applicable securities laws. All securities issued under the Private
Placement will be subject to a hold period which will expire on
April 23, 2023.
Certain individuals who are each considered a "related party"
(as such term is defined under Multilateral Instrument 61-101,
Protection of Minority Security Holders in Special
Transactions ("MI 61-101")) of the Company participated
in the Private Placement in the amounts set out below:
Related
Party
|
Subscription Amount
(Units)
|
Subscription Amount
($)
|
Rembert de Villa
(Chief
Executive Officer)
|
684,350
Units
|
$68,435.00
|
William Bradford
White
|
2,465,650
Units
|
$246,565.00
|
The participation by these individuals constitutes a related party
transaction as defined under MI 61-101. Such participation is
exempt from the formal valuation and minority shareholder approval
requirements of MI 61-101 as neither the fair market value of the
Units acquired by the interested party, nor the consideration for
the Units paid by such interested party, exceed 25% of the
Company's market capitalization.
The Company intends to use the proceeds from the Private
Placement for administrative and other general working capital
purposes.
Early Warning Report
The transaction that triggered the requirement to file an early
warning report was the closing of the Private Placement. The early
warning report with respect to the below shareholder will be filed
under the Company's profile on SEDAR at
www.sedar.com promptly.
Rembert de Villa
Pursuant to the terms of the Private Placement, Rembert de Villa with an address for service at
105 East 34th Street, New York, New
York, United States of
America, acquired 684,350 Common Shares and 342,175
Warrants on the closing date. As at December
3, 2021, the date of the previously filed early warning
report, Mr. De Villa held 4,994,857 Common Shares representing
approximately 18.5% of the issued and outstanding common shares of
CareSpan on a non-diluted basis. Following closing of the Private
Placement, Mr. De Villa will have ownership or control over
6,297,050 Common Shares or 14.03% the issued and outstanding Common
Shares on a non-diluted basis (or approximately 15.38% on a
partially-diluted basis including the securities of CareSpan
convertible into Common Shares held by Mr. de Villa).
Mr. De Villa holds the Common Shares and Warrants for investment
purposes and does not have any current intentions to increase or
decrease his beneficial ownership or control or direction over any
additional securities of the Company. He may, from time to time and
depending on market and other conditions, acquire additional Common
Shares and/or other equity, debt or other securities or instruments
of the Company in the open market or otherwise, and reserves the
right to dispose of any or all of the securities in the open market
or otherwise at any time and from time to time, and to engage in
similar transactions with respect to the securities, the whole
depending on market conditions, the business and prospects of the
Company and other relevant factors.
The early warning report required by National Instrument 62-103
– The Early Warning Systems and Related Take-Over Bid and
Insider Reporting Issuer will be filed in accordance with
applicable securities laws and under the Company's SEDAR profile at
www.sedar.com.
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.
Forward-Looking Statements Disclaimer
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 intended use of the proceeds of the Private
Placement. 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.
The TSXV 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.