/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
VANCOUVER, BC, April 14, 2022 /CNW/ - CareSpan Health, Inc. (TSXV: CSPN) ("Company" or "CareSpan"), is pleased to report it closed a non-brokered private placement financing (the "Offering") on April 13, 2022 (the "Closing Date"), for gross proceeds of approximately $1,185,000, through the issuance of 3,385,714 common shares in the capital of the Company (the "Common Shares").
The gross proceeds raised from the Offering will be used for general corporate and working capital expenses.
The Offering was conducted in reliance upon available exemptions from the prospectus requirements of applicable securities legislation. All securities issued in connection to the Offering are subject to a hold period of four months and one day from the Closing Date in accordance to applicable Canadian securities laws and the rules of the TSX Venture Exchange (the "Exchange").
In connection with the Offering, the Company paid certain arm's length finders (the "Finders"), cash fees in the aggregate amount of $51,450 and issued a total of 147,000 finder warrants ("Finders Warrants"). Each Finder Warrant is exercisable for one Common Share at a price of $0.35 per Common Shares for a period of 24 months from the Closing Date.
Certain directors and officers of the Company (the "Insiders"), participated in the Offering, thereby making the Offering a "related party transaction" as defined under Multilateral Instrument 61-101 ̶ Protection of Minority Security Holders in Special Transactions ("MI 61-101"). In aggregate the Insiders purchased 571,428 Common Shares. The Offering is exempt from the need to obtain minority shareholder and a formal valuation as required by MI 61-101 as neither the fair market value of any Common Shares issued to insiders nor the consideration paid by insiders of the Company exceeds 25% of the Company's market capitalization. No new insiders were created, nor did any change of control result from the Offering.
Warrant Issuances
The Company also announces that it has issued common share purchase warrants to two arm's length parties pursuant to approval from the Exchange as follows:
|
a.
|
300,000 common share purchase warrants ("Consulting Warrants") in consideration of financial advisory consulting services. Each Consulting Warrant shall vest immediately and is exercisable for one Common Share at an exercise price of $0.70 per Common Share for a period of three years from the date of issuance.; and
|
|
|
|
b.
|
394,705 common share purchase warrants ("Advisory Warrants") in consideration for strategic and corporate advisory services previously provided to the Company in connection with its Qualifying Transaction (as such term is defined under the policies of the Exchange). Each Advisory Warrant shall vest immediately and is exercisable for one Common Share at an exercise price of $0.525 per Common Share for a period of five years from the date of issuance.
|
Appointment of new Chief Financial Officer
Lastly, CareSpan is pleased to announce it has appointed Leslie Markow as its new Chief Financial Officer. Leslie will be replacing Anne Burpee, who will stay with the Company until April 30, 2022 to ensure a smooth transition. CareSpan thanks Anne for her efforts and contributions to the Company during her tenure and welcomes Leslie to CareSpan's team. Additional background information on Leslie is provided below.
Leslie Markow
Leslie is a CPA in both Canada and the US and a Chartered Director who previously was the CFO of Bionik Laboratories Corporation a U.S.SEC reporting company and is also a Director of TSXV company, Jemtec Inc.
About CareSpan Health
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 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, 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 may contain certain forward-looking information and statements ("forward-looking information") within the meaning of applicable Canadian securities legislation, that are not based on historical fact, including without limitation statements containing the words "believes", "anticipates", "plans", "intends", "will", "should", "expects", "continue", "estimate", "forecasts" and other similar expressions. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements. The Company undertakes no obligation to comment analyses, expectations or statements made by third-parties in respect of the Company, its securities, or financial or operating results (as applicable). Although the Company believes that the expectations reflected in forward-looking information in this press release are reasonable, such forward-looking information has been based on expectations, factors and assumptions concerning future events which may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond the Company's control. The forward-looking information contained in this press release are expressly qualified by this cautionary statement and are made as of the date hereof. The Company disclaims any intention and has no obligation or responsibility, except as required by law, to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities.
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.
View original content: http://www.newswire.ca/en/releases/archive/April2022/14/c8884.html