CARESPAN ANNOUNCES SHARES FOR DEBT SETTLEMENT, SHARES FOR SERVICES AGREEMENT, AND STOCK OPTION GRANT

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

VANCOUVER, BC, Oct. 11, 2022 /CNW/ - CareSpan Health, Inc. (TSXV: CSPN) ("Company" or "CareSpan"), announces that it has entered into a debt settlement agreement with ICME Healthcare GmbH (the "Creditor") to settle USD$36,500 (the "Debt Settlement") in debt in connection with a promissory note between the Creditor and the Company dated July 11, 2022. 

In settlement and full satisfaction of the debt in the amount of USD$36,500, the Company has agreed to issue to the Creditor 190,311 common shares in the capital of the Company (the "Common Shares") at a deemed issue price of CAD$0.25 per Common Share.

The Creditor is a "Non-Arm's Length Party" (as such term is defined under the policies of the TSX Venture Exchange (the "TSXV")) of the Company. The Creditor is a healthcare consulting organization based in Germany and which Holger Micheel-Sprenger (a director of the Company) is CEO and a shareholder.

The issuance of the Common Shares pursuant to the Debt Settlement is subject to approval from the TSXV.

All Common Shares issued pursuant to the Debt Settlement are subject to a hold period of four months plus a day from the date of issuance of the Common Shares in accordance with applicable securities legislation and the polices of the TSXV.

Shares for Services

The Company entered into an arm's length consulting agreement dated June 1, 2022 (the "Consulting Agreement"), pursuant to which a consultant shall provide certain work in the IT and operations area of the Company as directed by the Chief Executive Officer of the Company. As part of the consideration payable by the Company under the Consulting Agreement, the Company has agreed to issue that number of Common Shares equal to USD$2,500 per month (the "Consulting Shares"), to be issued on a quarterly or semi-annual basis and pursuant to the policies of the TSXV. The Consulting Agreement is for a term of six months and shall automatically renew, unless terminated by either party providing 30 days' notice of such termination.

The deemed value of the Consulting Shares to be issued, and therefore the number of Shares to be issued, is to be determined after the date the services are provided, and must not be less, per Consulting Share, than the "Discounted Market Price" (as such term is defined under the policies of the TSXV) of the Common Shares on the date of such determination.

For services rendered under the Consulting Agreement between the period of June 1, 2022 to September 30, 2022, the Company intends to issue 91,464 Common Shares at a deemed price of $0.15 per Common Share, subject to the approval of the TSXV.

All Common Shares issued pursuant to the Consulting Agreement are subject to a hold period of four months plus a day from the date of issuance of the Common Shares in accordance with applicable securities legislation and the polices of the TSXV.

Stock Option Grant

The board of directors of the Company have approved the grant of an aggregate of 245,000 stock options of the Company (the "Options", and each an "Option") to certain directors, officers, employees, and consultants of the Company, pursuant to the Company's stock option plan.

Each Option grants the holder the right to purchase one Common Share at a purchase price of $0.1555 per Common Share for a period of 5 years from the date of issue. The Options shall vest according the following vesting schedule: 25% shall vest immediately upon issue; 25% shall vest upon the date that is 6 months from the date of issue; 25% shall vest upon the date that is 12 months from the date of issue; and the remaining 25% shall vest upon the date that is 18 months from the date of issue.

The grant of the Options is subject to the approval of the TSXV.

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 include statements with respect to: receiving approval of the TSX Venture Exchange with respect to the Debt Settlement, Shares for Service Agreement, and grant of the Options; the issuance of the Common Shares to the Creditor and pursuant to the Consulting Agreement; and grant of the Options. Forward-looking statements are based on assumptions, including that CareSpan will receive approval from the TSXV with respect to the issuance of the Common Shares pursuant to the Debt Settlement, 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.

Rembert de Villa, CEO, Email: [email protected], Telephone: [phone], www.carespanhealth.com