CARESPAN ANNOUNCES SHARES FOR DEBT SETTLEMENT AND ISSUANCE UNDER SHARES FOR SERVICES AGREEMENT

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

VANCOUVER, BC, Jan. 13, 2023 /CNW/ - CareSpan Health, Inc. (TSXV: CSPN) ("Company" or "CareSpan"), announces that it has entered into salary deferral agreements 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 year (the "Salary Deferral Agreements").

Pursuant to the Salary Deferral Agreements, in settlement and full satisfaction of the salary owed to these individuals in the aggregate amount of CAD$167,937.58 (the "Deferred Salary"), the Company has agreed to issue an aggregate of 1,311,288 common shares in the capital of the Company (the "Common Shares") at a deemed price of CAD$0.12 per Deferral Share and pay a total of CAD$10,582.88 in cash.

Rembert de Villa is a "Non-Arm's Length Party" (as such term is defined under the policies of the TSX Venture Exchange (the "TSXV")) of the Company.

The Company intends to issue the Common Shares in satisfaction of the Deferred Salary on or about January 17, 2023.

The issuance of the Common Shares pursuant to the Debt Settlement is subject to approval from the TSXV.

All Common Shares issued pursuant to the Debt Settlement 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 TSXV.

Shares for Services

As previously disclosed by the Company, the Company entered into an arm's length consulting agreement dated June 1, 2022 (the "Consulting Agreement"), 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 USD$2,500 per month, to be issued on a quarterly or semi-annual basis and pursuant to the policies of the TSXV.

For services rendered under the Consulting Agreement between the period of October 1, 2022 to December 31, 2022, the Company intends to issue 84,877 Common Shares at a deemed price of CAD$0.12 per Common Share, subject to the approval of the TSXV.

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 TSXV.

CareSpan is a healthcare technology and services company that has developed and deployed a unique, proprietary integrated digital care platform, the CareSpan Clinic-in-the Cloudtm, 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, Inc.

ON BEHALF OF THE BOARD OF DIRECTORS:

"Rembert de Villa" 
Rembert de Villa 
Chief Executive Officer

For more information, visit: www.carespanhealth.com 

NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES IN THE UNITED STATES. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER OR SALE OF SECURITIES IN THE UNITED STATES.

Forward-Looking Statements Disclaimer

This press release contains forward-looking statements. Forward-looking statements can be identified by the use of words such as, "subject to", or variations of such words and phrases or state that certain actions, events or results "may" or "will" be taken, occur or be achieved. Forward-looking statements include statements with respect to: receiving approval of the TSX Venture Exchange with respect to the settlement of the Deferred Salary, and the issuance of the Common Shares pursuant to the Consulting Agreement. Forward-looking statements are based on assumptions, including that CareSpan will receive approval from the TSXV with respect to the issuance of the Common Shares pursuant to the Debt Settlement, but the actual results may be materially different from any future expectations expressed or implied by the forward-looking statements. The forward-looking statements can be affected by known and unknown risks, uncertainties and other factors, including, but not limited to, the equity markets generally and a failure to obtain the necessary approvals from the TSXV. Accordingly, readers should not place undue reliance on forward-looking statements.

Except as required by law, CareSpan undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

The TSX-V and its Regulation Services Provider have not approved the contents of, nor taken responsibility for the adequacy or accuracy of, this press release.

SOURCE CareSpan Health, Inc.