CARESPAN ENTERS INTO DEFINITIVE AGREEMENT WITH MEDTECH AI AND CONCURRENT FINANCING

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VANCOUVER, BC, Feb. 13, 2025 /CNW/ - CareSpan Health, Inc. (TSXV: CSPN) (the "Company" or "CareSpan"), announces that it has entered into a binding definitive agreement among Medtech AI Inc. ("Medtech"), a company incorporated under the laws of Ontario, and 1001132953 Ontario Inc., a company existing under the laws of Ontario, (the "SubCo") effective as of February 11, 2025 (the "Definitive Agreement"), whereby CareSpan will acquire all the issued and outstanding common shares of Medtech (the "Proposed Transaction").

All currency references in the news release are in Canadian currency unless otherwise noted.

The Proposed Transaction

Pursuant to the terms of the Definitive Agreement, the Company will acquire all the issued and outstanding common shares of Medtech (the "Medtech Shares") via a three-cornered amalgamation, being 91,260,527 Medtech Shares, in exchange for 365,042,108 common shares of CareSpan (the "CareSpan Shares") as of the closing date of the Proposed Transaction (the "Closing Date"), thereby attributing to Medtech an aggregate value of $18,300,000. In connection with the completion of the Proposed Transaction, Medtech will appoint two board nominees to the board of directors of CareSpan; current management of CareSpan will continue to be the management of the Company post-closing of the Proposed Transaction.

The Proposed Transaction will not result in the creation of a new Control Person (as such term is defined under the policies of the TSX Venture Exchange (the "TSXV") and therefore, would not constitute a Reverse Takeover  (as such term is defined under the policies of the TSXV); but the Company expects that the Proposed Transaction will be a Reviewable Transaction pursuant to TSXV Policy 5.3 – Acquisitions and Dispositions of Non-Cash Assets. In accordance with the policies of the TSXV, the CareSpan Shares will be halted pending review of the Definitive Agreement and the matters contemplated therein by the TSXV. Concurrent with the closing of the Proposed Transaction, CareSpan will change its name to "AGI Health Inc." or such other name acceptable to Medtech and the applicable regulatory authorities.

The Company post-completion of the Proposed Transaction will be the sole and exclusive owner of Medtech, and consequently, its 27% equity stake in Oxford (as defined herein).

There are no finder's fees to be paid in connection with the Proposed Transaction. Medtech and CareSpan are arm's length parties.

The Proposed Transaction remains subject to certain closing conditions pursuant to the Definitive Agreement including, without limitation: (a) the receipt by the Company of all necessary corporate and regulatory approvals (including the approval of the TSXV); (b) each party's representations and warranties in the Definitive Agreement being true and correct in all material respects as of the Closing Date; (c) each party meeting its terms and conditions and completing its covenants and obligations as contained in the Definitive Agreement; (d) completion of the Concurrent Financing (as defined herein); and (e) other closing conditions customarily found in transactions similar to the Proposed Transaction. There can be no guarantees that the Proposed Transaction will be completed as contemplated or at all.

A copy of the Definitive Agreement shall be available on the Company's SEDAR+ profile at www.sedarplus.ca.

Medtech AI

Medtech's sole asset is a 27% equity investment in the company, Oxford Immune Algorithmics ("Oxford"). Oxford has developed a proprietary immune monitoring platform to assist in blood analytics and remote health monitoring (the "Platform"). The Platform utilizes artificial intelligence to perform remote blood testing and assess the risk from home or other remote locations, for a particular condition, enabling doctors to monitor their patient's health in an enhanced manner that incorporates the use of artificial intelligence. 

Through its investment in Oxford, Medtech will have licensing rights to license the Platform to other companies in select global regions and verticals, including the Philippines and far-east Asia. Concurrent with the completion of the Proposed Transaction, CareSpan will gain exclusive rights to use the Platform in additional jurisdictions and verticals to be included in the scope.

Post-completion of the Proposed Transaction, CareSpan expects to continue operating its current business and that such business will continue to generate most of the Company's revenue and its resources as the Company builds and rolls-out the Platform.

Concurrent Financing

In connection with the Proposed Transaction, the Company will complete a private placement of securities of CareSpan at a price of $0.06 per security for minimum gross proceeds of $3,000,000 and up to maximum proceeds of $5,000,000, which will be used to fund: (i) the expenses of the Proposed Transaction, (ii) the development and integration of the Platform into CareSpan's current product, and (iii) working capital requirements of the Company following completion of the Proposed Transaction (the "Concurrent Financing").

The securities will be offered by way of private placement pursuant to exemptions from prospectus requirements under applicable securities laws. The securities issued pursuant to the Concurrent Financing will be subject to resale restrictions, including a hold period of four months and one day from the date of issuance, in accordance with applicable Canadian securities laws. The Concurrent Financing is subject to the final approval of the TSXV and any other applicable regulatory approvals.

In connection with the Concurrent Financing, the Company may pay a finder's fee to certain arm's length finders in accordance with the policies of the TSXV. The Company anticipates issuing a press release with further details regarding the Concurrent Financing once confirmed.

Consolidation

Upon the completion of the Proposed Transaction and Concurrent Financing, the Company expects to effect a share consolidation at ratio on the basis of up to 20 post-consolidation CareSpan Shares for every one pre-consolidation CareSpan Share (the "Consolidation").

About CareSpan Health, Inc.

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. AmericanMedPsych 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.

For more information, visit: www.carespanhealth.com

Forward-Looking Statements Disclaimer and Reader Advisory

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 in this press release include statements regarding: matters associated with the completion of the Proposed Transaction, the launch of the Concurrent Financing, the receipt of the regulatory approvals, the anticipated licensing arrangement with Oxford regarding use of the Platform, the anticipated use of the gross proceeds from the Concurrent Financing, and the effect of the Consolidation.

These forward-looking statements are based on assumptions, including the completion of the Proposed Transaction and satisfaction of all currently contemplated conditions to the Definitive Agreement, receipt of the applicable approvals for the Proposed Transaction, the execution of the business strategy by management of the Company, no adverse changes in the regulatory regime applicable to the Platform or the Company, market and economic stability, and the completion of the Concurrent Financing. 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, a failure to obtain the necessary approval from the TSXV or shareholders of the Company (if applicable), the inability of management to execute its strategy as it comes to the new business, and reliance on key personnel. 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.

Trading in the securities of the Company should be considered highly speculative.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

SOURCE CareSpan Health, Inc.

For further information: CareSpan Health Inc., Darrell Messersmith, Chief Executive Officer, Email: [email protected], Phone number: 303-800-8296