Mr. Rembert de Villa reports

CARESPAN ANNOUNCES CLOSING OF SHARES FOR DEBT SETTLEMENT, ISSUANCE UNDER SHARES FOR SERVICES AGREEMENT, AND AMENDED WARRANT REPRICING

Further to Carespan Health Inc.'s news release dated Jan. 13, 2023, the company has issued an aggregate of 1,311,288 common shares in the capital of the company at a deemed price of 12 cents per common share, pursuant to salary deferral agreements entered into with certain employees and Rembert de Villa, the chief executive officer and a director of the company, with respect to salary payments deferred by these individuals during the 2022 calendar year.

The company issued the common shares in full satisfaction of the deferred salary.

Rembert de Villa is a non-arm's-length party (as such term is defined under the policies of the TSX Venture Exchange) of the company and the issuance of the common shares to Mr. de Villa constitutes a related party transaction as defined under MI 61-101. Such transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the common shares issued to the interested party, nor the deferred salary owed to such interested party, exceed 25 per cent of the company's market capitalization.

All common shares issued pursuant to the settlement of the deferred salaries are subject to a hold period of four months plus a day from the date of issuance of the common shares in accordance with applicable securities legislation and the polices of the TSX-V.

Shares for services

As previously disclosed by the company, the company entered into an arm's-length consulting agreement dated June 1, 2022, pursuant to which a consultant shall provide certain work in the IT and operations area of the company as directed by the chief executive officer of the company. As part of the consideration payable by the company under the consulting agreement, the company has agreed to issue that number of common shares equal to $2,500 (U.S.) per month, to be issued on a quarterly or semi-annual basis and pursuant to the policies of the TSX-V.

For services rendered under the consulting agreement between the period of Oct. 1, 2022, to Dec. 31, 2022, the company issued 84,877 common shares at a deemed price of 12 cents per common share.

All common shares issued pursuant to the consulting agreement are subject to a hold period of four months plus a day from the date of issuance of the common shares in accordance with applicable securities legislation and the polices of the TSX-V.

Warrant repricing

Further to its news release dated Feb. 10, 2023, the company intends to reduce the exercise price of 2,491,131 common share purchase warrants issued on Sept. 14, 2022, pursuant to the closing of a non-brokered private placement of units of the company (for further details on such private placement see the company's news release dated on Sept. 14, 2022). Carespan will lower the exercise price of the warrants from 40 cents to 17 cents per warrant share, in accordance with the policies of the TSX Venture Exchange and subject to approval from the TSX-V. No warrants have been exercised to date.

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) hold the class of warrants which were subject to the warrant repricing.

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

Pursuant to the policies of the TSX-V, because Mr. de Villa and Holger Micheel-Sprenger beneficially own, in the aggregate, more than 10 per cent of the warrants subject to the warrant repricing, the aggregate number of their warrants repriced was limited to 10 per cent of the total number of repriced warrants.

About Carespan Health Inc.

Carespan is a health care technology and service 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. American-MedPsych 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.

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