/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
VANCOUVER, BC, April 14, 2023 /CNW/ – CareSpan Health, Inc. (TSXV: CSPN) (“Company” or “CareSpan”), is pleased to announce that it has arranged an interim debt financing in the aggregate amount of USD$270,000 (the “Loan“) with: (a) an insider of the Company, William Bradford White (in the amount of USD$120,000); (ii) the Chief Executive Officer and director of the Company, Rembert de Villa (in the amount of USD$100,000); and (iii) ICME Healthcare GmbH (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$270,000. 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 in the capital of the Company (the “Conversion Option”) 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. 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 TSX Venture Exchange in accordance with its private placement 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 constitutes a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“) as the Lenders are related parties of the Company given that: (i) William Bradford White holds greater than 10% of the Company’s shareholdings; (ii) Rembert de Villa is the Chief Executive Officer of the Company; and (iii) Holger Micheel-Sprenger (a current director of the Company) is the managing director of ICME Healthcare GmbH and is the Chief Executive Officer and a shareholder of its parent company, ICME International AG. 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 since the fair market value of the Loan does not exceed 25% of the Company’s market capitalization.
The Company will file a material change report in respect of the Loan. The material change report will be filed less than 21 days prior to the closing of the Loan since the terms and conditions of the Loan were not agreed upon until shortly prior to closing of the Loan.
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 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.
Contact: Rembert de Villa, CEO
Email: [email protected]
Telephone: (888) 337-5889
SOURCE CareSpan Health, Inc.