CARESPAN ANNOUNCES CLOSING OF FIRST TRANCHE OF $0.25 UNIT PRIVATE PLACEMENT

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

VANCOUVER, BC, Sept. 14, 2022 /CNW/ - CareSpan Health, Inc. CSPN ("Company" or "CareSpan"), is pleased to announce that it has closed the first tranche of a non-brokered private placement (the "Private Placement") of up to 7,821,000 units of the Company (the "Units") for gross proceeds of up to USD$1,500,000. Under the first tranche, the Company sold 2,740,899 Units at a price of CAD$0.25 per Unit, for gross proceeds of CAD$685,224.75

Each Unit consists of one common share in the capital of the Company (each, a "Share") and one common share purchase warrant (each, 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 CAD $0.40 per Warrant Share.

No finder's fee was payable in connection with the closing of the first tranche of the Private Placement. The Company may pay a finder's fee in the form of a cash payment and/or the issue of common share purchase warrants in connection with future tranches of the Private Placement within the maximum amount permitted by the policies of the TSX Venture Exchange (the "TSXV"). The Company will complete multiple closings of the Private Placement as subscriptions are received. Each closing is subject to a number of conditions, including, without limitation, approval of the TSXV, and receipt of all necessary corporate and regulatory approvals.

The securities issued under the Private Placement are offered by way of private placement in such provinces and/or territories of Canada as may be determined by the Company, 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 four months and one day from the date of the applicable closing of the Private Placement. The hold period applicable to the securities issued under the first tranche of the Private Placement will expire on January 15, 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 first tranche of the Private Placement in the amounts set out below:

Related Party

Subscription Amount

Rembert de Villa (Chief Executive Officer)

USD$50,000

ICME International AG*

USD$50,000

James Becker (Director)

USD$50,000

* ICME International AG is a healthcare consulting organization based in Germany and Switzerland, which Holger Micheel-Sprenger (a director of the Company) is CEO and has an ownership stake in.

The participation by the Company's Chief Executive Officer and those certain directors 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.

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 completion of future tranches of the Private Placement, the payment of a finder's fee, obtaining approval of the TSXV, the jurisdictions of the Private Placement, and 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.

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