/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, April 27,
2023 /CNW/ - CareSpan Health, Inc. (TSXV:
CSPN) ("Company" or "CareSpan"), is pleased to announce that
it entered into a debt settlement agreement dated April 12, 2023 with an arm's length creditor (the
"Creditor") to settle CAD$101,765.00 (the "Debt Settlement") in
debt incurred with respect to capital markets advisory services
provided to the Company.
In settlement and full satisfaction of the debt in the amount of
CAD$101,765.00, the Company has: (i)
agreed to issue to the Creditor 1,017,650 common shares in the
capital of the Company (the "Common Shares") at a deemed
issue price of $0.10 per Common
Share; (ii) issued 508,825 common share purchase warrants (the
"Warrants") on April 12, 2023;
and (iii) agreed to pay a cash payment of $13,229.45 to the Creditor. Each Warrant entitles
the holder to purchase one additional Common Share for a period of
60 months from the date of issue of the Warrants at an exercise
price of $0.15 per Common Share.
The issuance of the Common Shares and Warrants pursuant to the
Debt Settlement is subject to approval from the TSX Venture
Exchange (the "TSXV").
All Common Shares and Warrants issued pursuant to the Debt
Settlement shall be subject to a statutory hold period of four
months plus a day from the date of issuance of the Common Shares
and Warrants in accordance with applicable securities
legislation.
Additional Debt
Financing
The Company is pleased to announce that it has arranged an
additional interim debt financing in the aggregate amount of
USD$100,000 (the "Loan") with:
(i) an employee of the Company, Justin
Ho (in the amount of USD$50,000), and (ii) the Senior Medical Advisor
of the Company, Sam Toney (in the
amount of USD$50,000) (collectively,
the "Lenders").
Pursuant to the terms of the Loan, the Company will receive a
term loan in the aggregate amount of USD$100,000. The Loan is unsecured and
matures in one year from the date of issuance, when the principal
and all accrued and unpaid interest are due in full. The Loan bears
interest at a rate of 12% per annum. Payment of the Loan and
accrued interest may be accelerated by the Company at any time
without any penalty. Pursuant to the terms of the Loan, the Lenders
have the option in the future to convert, fully or partially, the
outstanding Loan and accrued interest into Common Shares solely
during periods in which the Company is undergoing a qualified
equity financing by way of debt, equity or some combination thereof
for aggregate gross proceeds of at least CAD$1 million (the "Conversion Option").
If the Conversion Option is exercised by the Lenders, the Company
will be required at that time to make an application for approval
of the Conversion Option by the TSXV in accordance with its
applicable policies.
The proceeds from the Loan will be used to: (i) fund capital and
related expenditures for existing projects, and (ii) provide
general working capital to help fund the Company's growth
opportunities.
The Loan from Sam Toney
constitutes a "related party transaction" as defined under
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions ("MI 61-101") as
Sam Toney is a related party of the
Company given that he is the Senior Medical Advisor of the Company.
The Company has relied on exemptions contained in section 5.5(a)
and 5.7(1)(a) of MI 61-101 from the valuation and minority
shareholder approval requirements in MI 61-101 in respect of the
Loan from Sam Toney since the fair
market value of the Loan does not exceed 25% of the Company's
market capitalization.
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 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 are based
on assumptions, including that CareSpan will receive approval from
the TSX Venture Exchange with respect to the issuance of Common
Shares and Warrants pursuant to the Debt Settlement or the option
to fully or partially convert the Loan into securities of the
Company, 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 approval from the TSX Venture Exchange.
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 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.