Mr. Rembert de Villa reports

CARESPAN CLOSES ADDITIONAL DEBT FINANCING

Carespan Health Inc. has arranged an additional interim debt financing in the aggregate amount of $100,000 (U.S.) with: (a) an insider of the company, William Bradford White (in the amount of $50,000 (U.S.)); and (b) the chief executive officer and director of the company, Rembert de Villa (in the amount of $50,000 (U.S.)). This is an additional amount provided by the lenders, who participated in the previous interim debt financing of the company in the amount of $120,000 (U.S.) and $100,000 (U.S.), respectively, as announced in the company's press release dated April 15, 2023.

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 in the capital of the company 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 Venture Exchange 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 constitutes a related-party transaction as defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) as the lenders are related parties of the company given that: (i) Mr. White holds greater than 10 per cent of the company's shareholdings; and (ii) Mr. de Villa is the chief executive officer of the company. The company has relied on exemptions contained in Section 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 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 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.

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