Mr. Olivier Giner reports

CAREBOOK CLOSES $2 MILLION CONVERTIBLE DEBT FINANCING

Carebook Technologies Inc. has closed its previously announced $2-million private placement of convertible debt.

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

The TSX Venture Exchange has conditionally approved the transaction and the listing of the common shares of the company issuable upon the optional conversion of the principal amount under the loan agreement. The listing of the common shares issuable upon the optional conversion of the accrued but unpaid interest under the loan agreement will be subject to prior approval of the exchange. The listing of the common shares issuable in connection with the automatic conversion of the principal amount and any accrued but unpaid interest thereon under the loan agreement, upon completion of an equity offering by the company 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, will also be subject to prior approval of the exchange.

Disclosure required under Multilateral Instrument 61-101

The lender is a related party of the company within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101). As a result, the transaction is considered to be a related-party transaction as such term is defined by MI 61-101, requiring the company, in the absence of exemptions, to obtain a formal valuation of, and minority shareholder approval of, the related-party transaction. Pursuant to MI 61-101, the company relied on an exemption from the formal valuation requirement as no securities of the company are listed or quoted on certain specified exchanges, and on an exemption from the minority shareholder approval requirement as the fair market value of the convertible loans does not exceed $2.5-million, as determined in accordance with MI 61-101. Neither the company nor, to the knowledge of the company after reasonable inquiry, the lender has knowledge of any material information concerning the issuer or its securities that has not been generally disclosed. The company intends to file a material change report within the required time frame, which will contain all prescribed disclosure relating to this related-party transaction.

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. Immediately prior to completion of the transaction, UIL beneficially owned or exercised 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 owned, or had 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.

Following completion of the transaction, UIL beneficially owns or exercises 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 SEDAR+, under Carebook's issuer profile.

About Carebook Technologies

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 head office is located at 1400, 2045 Stanley St., Montreal, Que., H3A 2V4.

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