CARESPAN ANNOUNCES DEBT SETTLEMENT AND CLOSES ADDITIONAL DEBT FINANCING

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

VANCOUVER, BC, April 27, 2023 /CNW/ - CareSpan Health, Inc. (TSXV: CSPN) ("Company" or "CareSpan"), is pleased to announce that it entered into a debt settlement agreement dated April 12, 2023 with an arm's length creditor (the "Creditor") to settle CAD$101,765.00 (the "Debt Settlement") 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 CAD$101,765.00, the Company has: (i) agreed to issue to the Creditor 1,017,650 common shares in the capital of the Company (the "Common Shares") at a deemed issue price of $0.10 per Common Share; (ii) issued 508,825 common share purchase warrants (the "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 $0.15 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 (the "TSXV").

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.

The Company is pleased to announce that it has arranged an additional interim debt financing in the aggregate amount of USD$100,000 (the "Loan") with: (i) an employee of the Company, Justin Ho (in the amount of USD$50,000), and (ii) the Senior Medical Advisor of the Company, Sam Toney (in the amount of USD$50,000) (collectively, the "Lenders").

Pursuant to the terms of the Loan, the Company will receive a term loan in the aggregate amount of USD$100,000. 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 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 CAD$1 million (the "Conversion Option"). 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 TSXV in accordance with its applicable policies.

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

The Loan from Sam Toney constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") as Sam Toney is a related party of the Company given that he is the Senior Medical Advisor 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 from Sam Toney since the fair market value of the Loan does not exceed 25% of the Company's market capitalization.

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.

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 are based on assumptions, including that CareSpan will receive approval from the TSX Venture Exchange with respect to the issuance of Common Shares and Warrants pursuant to the Debt Settlement or the option to fully or partially convert the Loan into securities of the Company, 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 approval from the TSX Venture Exchange. 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 TSXV 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.

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