Mr. Rembert de Villa reports

CARESPAN ANNOUNCES UPSIZE AND CLOSING OF $0.10 UNIT PRIVATE PLACEMENT

Carespan Health Inc. has increased the size of its previously announced non-brokered private placement from 10 million units of the company to 11 million units and it has closed the private placement for gross proceeds of $1.1-million. The private placement was fully subscribed.

Each unit consists of one common share in the capital of the company and one-half of one common share purchase warrant. Each warrant entitles the holder to purchase one additional share for a period of 60 months from the date of issue of the warrants at an exercise price of 15 cents per warrant share. Pursuant to the terms of the private placement, the company issued 11 million shares and 5.5 million warrants.

In connection with the private placement, the company paid an eligible arm's-length party (i) a cash fee of 7 per cent of the aggregate value of units sold pursuant private placement in respect of subscriptions referred to the company or directly sourced by the finder and issued on the closing of the private placement; and (ii) a number of common share purchase warrants equal to 7 per cent of the units sold that were referred to or directly sourced by the finder to the company. The company paid the finder a cash fees in the aggregate amount of $9,100 and issued a total of 91,000 finder warrants. The finder warrants will be issued on the same terms as the warrants.

The securities issued under the private placement were offered by way of private placement in Canada to certain subscribers in the United States and outside the United States, in each case, pursuant to applicable exemptions from the prospectus requirements under applicable securities laws. All securities issued under the private placement will be subject to a hold period which will expire on April 23, 2023.

Certain individuals who are each considered a related party (as such term is defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions)) of the company participated in the private placement in the amounts set out the attached table.

The participation by these individuals constitutes a related-party transaction as defined under MI 61-101. Such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the units acquired by the interested party, nor the consideration for the units paid by such interested party, exceed 25 per cent of the company's market capitalization.

The company intends to use the proceeds from the private placement for administrative and other general working capital purposes.

Early warning report

The transaction that triggered the requirement to file an early warning report was the closing of the private placement. The early warning report with respect to the below shareholder will be filed under the company's profile on SEDAR promptly.

Rembert de Villa

Pursuant to the terms of the private placement, Mr. de Villa acquired 684,350 common shares and 342,175 warrants on the closing date. As at Dec. 3, 2021, the date of the previously filed early warning report, Mr. De Villa held 4,994,857 common shares, representing approximately 18.5 per cent of the issued and outstanding common shares of Carespan on a non-diluted basis. Following closing of the private placement, Mr. De Villa will have ownership or control over 6,297,050 common shares, or 14.03 per cent the issued and outstanding common shares on a non-diluted basis (or approximately 15.38 per cent on a partially diluted basis, including the securities of Carespan convertible into common shares held by Mr. de Villa).

Mr. De Villa holds the common shares and warrants for investment purposes and does not have any current intentions to increase or decrease his beneficial ownership or control or direction over any additional securities of the company. He may, from time to time and depending on market and other conditions, acquire additional common shares and/or other equity, debt, or other securities or instruments of the company in the open market or otherwise and reserves the right to dispose of any or all of the securities in the open market or otherwise at any time and from time to time and to engage in similar transactions with respect to the securities, the whole depending on market conditions, the business and prospects of the company, and other relevant factors.

The early warning report required by National Instrument 62-103 (The Early Warning Systems and Related Take-Over Bid and Insider Reporting Issuer) will be filed in accordance with applicable securities laws and under the company's SEDAR profile.

About Carespan Health Inc.

Carespan is a health care 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.

We seek Safe Harbor.