/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 Information:
Contact:
Rembert de Villa, CEO
Email:
info@carespanhealth.com
Telephone: (888) 337-5889
www.carespanhealth.com
SOURCE CareSpan Health, Inc.
