Mr. Darrell Messersmith reports

CARESPAN ENTERS INTO DEFINITIVE AGREEMENT WITH MEDTECH AI AND CONCURRENT FINANCING

Carespan Health Inc. has entered into a binding definitive agreement among Medtech AI Inc., a company incorporated under the laws of Ontario, and 1001132953 Ontario Inc., a company existing under the laws of Ontario (the SubCo), effective as of Feb. 11, 2025, whereby Carespan will acquire all the issued and outstanding common shares of Medtech.

The proposed transaction

Pursuant to the terms of the definitive agreement, the company will acquire all the issued and outstanding common shares of Medtech through a three-cornered amalgamation, being 91,260,527 Medtech shares, in exchange for 365,042,108 common shares of Carespan as of the closing date of the proposed transaction, thereby attributing to Medtech an aggregate value of $18.3-million. In connection with the completion of the proposed transaction, Medtech will appoint two board nominees to the board of directors of Carespan; current management of Carespan will continue to be the management of the company after closing of the proposed transaction.

The proposed transaction will not result in the creation of a new control person (as such term is defined under the policies of the TSX Venture Exchange and therefore would not constitute a reverse takeover (as such term is defined under the policies of the TSX-V); but the company expects that the proposed transaction will be a reviewable transaction pursuant to TSX-V Policy 5.3, Acquisitions and Dispositions of Non-Cash Assets. In accordance with the policies of the TSX-V, the Carespan shares will be halted pending review of the definitive agreement and the matters contemplated therein by the TSX-V. Concurrent with the closing of the proposed transaction, Carespan will change its name to AGI Health Inc. or such other name acceptable to Medtech and the applicable regulatory authorities.

The company, after completion of the proposed transaction, will be the sole and exclusive owner of Medtech and, consequently, its 27-per-cemt equity stake in Oxford (as defined herein).

There are no finders' fees to be paid in connection with the proposed transaction. Medtech and Carespan are arm's-length parties.

The proposed transaction remains subject to certain closing conditions pursuant to the definitive agreement, including, without limitation: (a) the receipt by the company of all necessary corporate and regulatory approvals (including the approval of the TSX-V); (b) each party's representations and warranties in the definitive agreement being true and correct in all material respects as of the closing date; (c) each party meeting its terms and conditions and completing its covenants and obligations as contained in the definitive agreement; (d) completion of the concurrent financing (as defined herein); and (e) other closing conditions customarily found in transactions similar to the proposed transaction. There can be no guarantees that the proposed transaction will be completed as contemplated or at all.

A copy of the definitive agreement shall be available on the company's SEDAR+ profile.

Medtech AI

Medtech's sole asset is a 27-per-cent equity investment in the company, Oxford Immune Algorithmics. Oxford has developed a proprietary immune monitoring platform to assist in blood analytics and remote health monitoring. The platform utilizes artificial intelligence to perform remote blood testing and assess the risk from home or other remote locations, for a particular condition, enabling doctors to monitor their patient's health in an enhanced manner that incorporates the use of artificial intelligence.

Through its investment in Oxford, Medtech will have licensing rights to license the platform to other companies in select global regions and verticals, including the Philippines and Far East Asia. Concurrent with the completion of the proposed transaction, Carespan will gain exclusive rights to use the platform in additional jurisdictions and verticals to be included in the scope.

After completion of the proposed transaction, Carespan expects to continue operating its current business and that such business will continue to generate most of the company's revenue and its resources as the company builds and rolls out the platform.

Concurrent financing

In connection with the proposed transaction, the company will complete a private placement of securities of Carespan at a price of six cents per security for minimum gross proceeds of $3-million and up to maximum proceeds of $5-million, which will be used to finance: (i) the expenses of the proposed transaction; (ii) the development and integration of the platform into Carespan's current product; and (iii) working capital requirements of the company following completion of the proposed transaction.

The securities will be offered by way of private placement pursuant to exemptions from prospectus requirements under applicable securities laws. The securities issued pursuant to the concurrent financing will be subject to resale restrictions, including a hold period of four months and one day from the date of issuance, in accordance with applicable Canadian securities laws. The concurrent financing is subject to the final approval of the TSX-V and any other applicable regulatory approvals.

In connection with the concurrent financing, the company may pay finders' fees to certain arm's-length finders in accordance with the policies of the TSX-V. The company anticipates issuing a press release with further details regarding the concurrent financing once confirmed.

Consolidation

Upon the completion of the proposed transaction and concurrent financing, the company expects to effect a share consolidation at ratio on the basis of one preconsolidation Carespan share for up to 20 postconsolidation Carespan shares.

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. AmericanMedPsych brings together providers to tackle shortages mainly in mental health.

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