CSPN Carespan Health Inc

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

VANCOUVER, BC, Feb. 10, 2023 /CNW/ - CareSpan Health, Inc. (TSXV: CSPN) ("Company" or "CareSpan"), announces it is proposing to reduce the exercise price of 2,491,131 common share purchase warrants (the "Warrants") issued on September 14, 2022 as per the closing of a private placement of units of the Company, as announced on September 14, 2022. 

As issued, each Warrant entitles the holder to purchase one common share of the Company (each, a "Warrant Share") for a period of 60 months from the date of issue of the Warrants at an exercise price of $0.40 per Warrant Share. CareSpan intends to lower the exercise price of the Warrants from $0.40 to $0.15 per Warrant Share (the "Warrant Repricing"), in accordance with the policies of the TSX Venture Exchange (the "TSXV"). No Warrants have been exercised to date.

The Warrant Repricing and the number of Warrants to be repriced is subject to the acceptance of the TSXV.

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 are subject to the Warrant Repricing:

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 that can be repriced will be limited to 10% of the total number of repriced Warrants.

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.

This press release contains forward-looking statements. Forward-looking statements can be identified by the use of words such as, "subject to", or variations of such words and phrases or state that certain actions, events or results "may" or "will" be taken, occur or be achieved. Forward-looking statements include statements with respect to: receiving approval of the TSX Venture Exchange with respect to Warrant Repricing, and amending the terms of the Warrants. Forward-looking statements are based on assumptions, but the actual results may be materially different from any future expectations expressed or implied by the forward-looking statements. The forward-looking statements can be affected by known and unknown risks, uncertainties and other factors, including, but not limited to, the equity markets generally and a failure to obtain the necessary approvals from the TSXV. Accordingly, readers should not place undue reliance on forward-looking statements.

Except as required by law, CareSpan undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

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.