Mr. Michael Peters reports

CAREBOOK ANNOUNCES PRIVATE PLACEMENT OF $2 MILLION CONVERTIBLE DEBT

Carebook Technologies Inc. has arranged a $2-million private placement of convertible debt.

"We wish to thank UIL Ltd. for their continuing belief in our strategy. The transaction will provide Carebook with enhanced operational flexibility and extend our runway considerably, supporting us on our journey towards profitable growth," said Carebook's chief executive officer, Michael Peters.

"As previously demonstrated, we continue to execute on our business plan, and we expect continued organic revenue growth into the year-end and 2024. We will continue managing cost with an objective of minimizing cash burn and increasing our profit margins, to establish a strong foundation for durable long-term growth."

As part of the transaction, the company has entered into a convertible loan agreement with UIL Ltd., currently the company's largest shareholder, pursuant to which the lender has agreed to extend a loan in favour of the company in the principal amount of $2-million.

The loan under the loan agreement will mature on Dec. 22, 2026. Interest on the principal amount outstanding under the loan agreement will accrue at the arithmetic average of the Canadian overnight repo rate average (CORRA) for the applicable period plus 10 per cent per annum, and will be payable in cash or common shares in the capital of the company (subject to prior approval of the TSX Venture Exchange), as applicable, upon (i) maturity, (ii) a prepayment of the principal amount, (iii) an event of default or (iv) a conversion. The obligations of the company under the loan agreement will be subordinated to the company's obligations under its existing senior credit facilities. To secure the company's obligations under the loan agreement, the company has agreed to grant to the lender a security interest and hypothec in all of the property and undertaking of the company, subordinated to the security interests granted by the company to its senior lender. The proceeds from this financing will be used to repay short-term borrowings, for working capital and general corporate purposes.

Pursuant to the loan agreement, the principal amount under the loan agreement will be convertible, in whole or in part, at any time following the expiry of a period of six months after the closing of the transaction, at the sole option of the lender into common shares at a conversion price equal to 10 cents per common share for up to 20 million common shares. At the option of the lender, and subject to prior approval of the exchange, any and all accrued but unpaid interest on the principal amount under the loan agreement may also be converted into common shares at a price that will be subject to the policies of the exchange. The common shares issuable upon such conversion will be subject to resale restrictions in accordance with applicable Canadian securities legislation.

Subject to and effective upon the prior approval of the exchange at the time of conversion, if the company completes an equity financing or other issuance of common shares having an aggregate fair market value of $2-million at the time of issuance (excluding for such purposes any common shares issued upon exercise or conversion of outstanding convertible securities of the company) within six months of the closing of the transaction, then the principal amount and any accrued but unpaid interest thereon under the loan agreement shall be automatically converted into common shares at a price equal to the issue price of the common shares under such equity financing or other issuance, subject to a minimum of five cents per common share and a maximum of 25 cents per common share.

The transaction is expected to close on or about Dec. 8, 2023, subject to customary closing conditions, including approval from the senior lender and the exchange. The company has applied to the exchange to obtain conditional approval for the transaction and the listing of the common shares issuable upon an optional conversion of the principal amount under the loan agreement.

Information on the lenders

UIL is a London Stock Exchange listed investment company of which Alasdair Younie, a director of the company, is a representative. Currently, UIL beneficially owns or exercises control or direction over, directly or indirectly, 61,046,167 common shares of the company, representing 59.4 per cent of the issued and outstanding common shares. UIL also owns, or has direction or control over, 568,383 warrants to purchase one common share and $2.25-million aggregate principal amount of loans convertible into up to 14,047,618 common shares.

Immediately after completion of the transaction, UIL will beneficially own or exercise control or direction over, directly or indirectly, 61,046,167 common shares, representing 59.4 per cent of the issued and outstanding common shares, as well as 568,383 common share purchase warrants and $4.25-million aggregate principal amount of loans convertible into up to 34,047,618 common shares. Assuming a full conversion of the convertible loans under which UIL is a lender, and assuming the exercise in full of the warrants held by UIL, UIL would own, or have direction or control over, 95,622,168 common shares, representing in the aggregate approximately 69.6 per cent of the issued and outstanding common shares (on a partially diluted basis).

The loan agreement described herein has been entered into by UIL for investment purposes. UIL may, from time to time, depending on market and other conditions, increase or decrease its beneficial ownership, control or direction over common shares or other securities of Carebook through market transactions, private agreements, or otherwise.

In accordance with National Instrument 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, UIL will file an early warning report regarding this transaction on the System for Electronic Document Analysis and Review + (SEDAR+) under Carebook's issuer profile.

About Carebook Technologies Inc.

Carebook's digital health platform empowers its clients and more than 3.5 million members to take control of their health journey. During 2021, the company completed the acquisitions of InfoTech Inc., a global leader in health and productivity risk management, and CoreHealth Technologies Inc., owner of an industry-leading wellness platform. In combination, these companies create a comprehensive digital health platform that includes both assessment tools and the technology to deliver complementary solutions. Carebook's shares trade on the exchange under the symbol CRBK, on the OTC Markets under the symbol CRBKF, and are listed on the open market of the Frankfurt Stock Exchange under the symbol PMM1. Carebook's head office is located at 1400-2045 Stanley St., Montreal, Que., H3A 2V4.

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