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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
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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/
VANCOUVER, BC, Feb. 13,
2025 /CNW/ - CareSpan Health, Inc. (TSXV:
CSPN) (the "Company" or "CareSpan"), announces that it has
entered into a binding definitive agreement among Medtech AI Inc.
("Medtech"), 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
February 11, 2025 (the
"Definitive Agreement"), whereby CareSpan will
acquire all the issued and outstanding common shares of Medtech
(the "Proposed Transaction").
All currency references in the news release are in Canadian
currency unless otherwise noted.
The Proposed Transaction
Pursuant to the terms of the Definitive Agreement, the Company
will acquire all the issued and outstanding common shares of
Medtech (the "Medtech Shares") via a three-cornered
amalgamation, being 91,260,527 Medtech Shares, in exchange for
365,042,108 common shares of CareSpan (the "CareSpan
Shares") as of the closing date of the Proposed Transaction
(the "Closing Date"), thereby attributing to Medtech an
aggregate value of $18,300,000. 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 post-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 (the "TSXV") and therefore, would
not constitute a Reverse Takeover (as such term is defined
under the policies of the TSXV); but the Company expects that the
Proposed Transaction will be a Reviewable Transaction pursuant to
TSXV Policy 5.3 – Acquisitions and Dispositions of Non-Cash
Assets. In accordance with the policies of the TSXV, the
CareSpan Shares will be halted pending review of the Definitive
Agreement and the matters contemplated therein by the TSXV.
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 post-completion of the Proposed Transaction will be
the sole and exclusive owner of Medtech, and consequently, its 27%
equity stake in Oxford (as defined herein).
There are no finder's 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
TSXV); (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 at www.sedarplus.ca.
Medtech AI
Medtech's sole asset is a 27% equity investment in the company,
Oxford Immune Algorithmics ("Oxford"). Oxford has developed
a proprietary immune monitoring platform to assist in blood
analytics and remote health monitoring (the "Platform"). 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.
Post-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 $0.06 per security for
minimum gross proceeds of $3,000,000
and up to maximum proceeds of $5,000,000, which will be used to fund: (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 "Concurrent
Financing").
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
TSXV and any other applicable regulatory approvals.
In connection with the Concurrent Financing, the Company may pay
a finder's fee to certain arm's length finders in accordance with
the policies of the TSXV. 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 up to 20 post-consolidation CareSpan Shares
for every one pre-consolidation CareSpan Share (the
"Consolidation").
About CareSpan Health, Inc.
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.
AmericanMedPsych 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.
For more information, visit: www.carespanhealth.com
Forward-Looking Statements Disclaimer and Reader Advisory
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 in this
press release include statements regarding: matters associated with
the completion of the Proposed Transaction, the launch of the
Concurrent Financing, the receipt of the regulatory approvals, the
anticipated licensing arrangement with Oxford regarding use of the
Platform, the anticipated use of the gross proceeds from the
Concurrent Financing, and the effect of the Consolidation.
These forward-looking statements are based on assumptions,
including the completion of the Proposed Transaction and
satisfaction of all currently contemplated conditions to the
Definitive Agreement, receipt of the applicable approvals for the
Proposed Transaction, the execution of the business strategy by
management of the Company, no adverse changes in the regulatory
regime applicable to the Platform or the Company, market and
economic stability, and the completion of the Concurrent Financing.
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, a failure to obtain
the necessary approval from the TSXV or shareholders of the Company
(if applicable), the inability of management to execute its
strategy as it comes to the new business, and reliance on key
personnel. 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.
Trading in the securities of the Company should be considered
highly speculative.
Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this news release.
SOURCE CareSpan Health, Inc.
