EARLY WARNING REPORTS ISSUED PURSUANT TO NATIONAL INSTRUMENT 62-103 - SHAREHOLDERS ANNOUNCE FILING OF UPDATED EARLY WARNING REPORTS

TORONTO, April 21, 2025 /CNW/ - Michael Held, the President, Chief Executive Officer and President of LifeSpeak Inc. ("LifeSpeak" or the "Company") and Nolan Bederman, the Executive Chair and Director of the Company (each of Mr. Held and Mr. Bederman, a "Shareholder"), announce that, on April 17, 2025, the Company entered into an arrangement agreement (the "Arrangement Agreement") with 1001180076 Ontario Inc. (the "Purchaser") pursuant to which certain shareholders of the Company will be offered a cash purchase price of $0.32 per common share of the Company ("Common Shares"), by way of a court-approved plan of arrangement under the Canada Business Corporations Act, subject to the conditions contained in the Arrangement Agreement (the "Arrangement").

In connection with the Arrangement and pursuant to the terms of rollover agreements, in each case between the Shareholder, the Company and the Purchaser (each, a "Rollover Agreement"), each Shareholder has agreed to exchange his Common Shares for certain common shares of the Purchaser on a 1:1 basis under the Arrangement steps. Also pursuant to the Arrangement, all of the Acquiror's options to purchase Common Shares will vest and be cancelled for no consideration. Pursuant to the steps in the Arrangement, the Purchaser will become the owner of 100% of the Common Shares.

Both immediately prior to and immediately after entering into the Rollover Agreement, Mr. Held had ownership of, or exercised control or direction over, 12,077,395 Common Shares (comprised of 1,446,041 Common Shares held directly, and control or direction over 10,631,354 Common Shares held by related entities of Mr. Held) representing approximately 20.4% of the issued and outstanding Common Shares and held options to acquire an additional 1,400,000 Common Shares (all of which will vest in connection with the Arrangement and be cancelled). Assuming exercise of all of such options, Mr. Held would have ownership of, or exercise director or control over, 22.26% of the Common Shares (on a partially diluted basis).

Both immediately prior to and immediately after entering into the Rollover Agreement, Mr. Bederman had ownership of, or exercised control or direction over, 5,690,174 Common Shares (comprised of 1,043,390 Common Shares held directly, and control or direction over 4,646,784 Common Shares held by related entities of Mr. Bederman) representing approximately 9.62% of the issued and outstanding Common Shares and held options to acquire an additional 1,400,000 Common Shares (all of which will vest in connection with the Arrangement and be cancelled). Assuming exercise of all of such options, Mr. Bederman would have ownership of, or exercise director or control over, 11.71% of the Common Shares (on a partially diluted basis).

Following the completion of the Arrangement, neither Shareholder will hold, nor exercise control or direction over, any Common Shares or options to acquire Common Shares. Following completion of the Arrangement, the Company has announced that it intends that the Common Shares will be delisted from the Toronto Stock Exchange and, subject to applicable securities laws, the Company expects to take available action to cause the Company to cease to be a reporting issuer.

In connection with the Arrangement, each Shareholder (along with certain other shareholders, directors and officers of the Company) entered into a voting support agreement (the "Voting Support Agreements"), providing for each Shareholder to vote all Common Shares owned by him in favour of the Arrangement, subject to customary exceptions.

No securities have been acquired or disposed of. Rather, this press release is being issued due to a change in material fact contained in the most recently filed early warning report for each Shareholder.

The head office address if LifeSpeak is 2 Bloor Street West, Suite 1902, Toronto, ON, M4W 3E2.

For further information please refer to the early warning reports to be posted on LifeSpeak's SEDAR+ profile at www.sedarplus.com or which may be obtained by contacting Mr. Held or Mr. Bederman at 416-687-6695.

SOURCE LifeSpeak Inc.

Contacts: At the Company: Lee Dabberdt, Chief Financial Officer, [email protected]; Investors: Alyssa Barry, Investor Relations, [email protected]