Mr. Rembert de Villa reports

CARESPAN ANNOUNCES DEBT SETTLEMENT AND CLOSES ADDITIONAL DEBT FINANCING

Carespan Health Inc. has entered into a debt settlement agreement dated April 12, 2023, with an arm's-length creditor to settle $101,765 in debt incurred with respect to capital markets advisory services provided to the company.

In settlement and full satisfaction of the debt in the amount of $101,765, the company has: (i) agreed to issue to the creditor 1,017,650 common shares in the capital of the company at a deemed issue price of 10 cents per common share; (ii) issued 508,825 common share purchase warrants on April 12, 2023; and (iii) agreed to pay a cash payment of $13,229.45 to the creditor. Each warrant entitles the holder to purchase one additional common share for a period of 60 months from the date of issue of the warrants at an exercise price of 15 cents per common share.

The issuance of the common shares and warrants pursuant to the debt settlement is subject to approval from the TSX Venture Exchange.

All common shares and warrants issued pursuant to the debt settlement shall be subject to a statutory hold period of four months plus a day from the date of issuance of the common shares and warrants in accordance with applicable securities legislation.

Additional debt financing

The company is pleased to announce that it has arranged an additional interim debt financing in the aggregate amount of $100,000 (U.S.) with: (i) an employee of the company, Justin Ho (in the amount of $50,000 (U.S.)), and (ii) the senior medical adviser of the company, Sam Toney (in the amount of $50,000 (U.S.)).

Pursuant to the terms of the loan, the company will receive a term loan in the aggregate amount of $100,000 (U.S.). The loan is unsecured and matures in one year from the date of issuance, when the principal and all accrued and unpaid interest are due in full. The loan bears interest at a rate of 12 per cent per annum. Payment of the loan and accrued interest may be accelerated by the company at any time without any penalty. Pursuant to the terms of the loan, the lenders have the option in the future to convert, fully or partially, the outstanding loan and accrued interest into common shares solely during periods in which the company is undergoing a qualified equity financing by way of debt, equity or some combination thereof for aggregate gross proceeds of at least $1-million. If the conversion option is exercised by the lenders, the company will be required at that time to make an application for approval of the conversion option by the TSX-V in accordance with its applicable policies.

The proceeds from the loan will be used to: (i) finance capital and related expenditures for existing projects, and (ii) provide general working capital to help finance the company's growth opportunities.

The loan from Mr. Toney constitutes a related party transaction as defined under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions as Mr. Toney is a related party of the company given that he is the senior medical adviser of the company. The company has relied on exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 from the valuation and minority shareholder approval requirements in MI 61-101 in respect of the loan from Mr. Toney since the fair market value of the loan does not exceed 25 per cent of the company's market capitalization.

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. 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.

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