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CareSpan Announces Third Quarter Results

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/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./

  • Revenues have risen 164% to $3,709,828 for the nine months ended Sept. 30, 2021 from $1,404,360 during the same period in 2020

  • The number of providers in our networks has grown to 60 practitioners as of Sept. 30, 2021, from 35 in the year ago period

  • Proud to announce respected healthcare and financial services industry veterans to the CareSpan Health Board

  • Implementing cost restructuring initiatives to generate annualized savings of about $1 million

VANCOUVER, BC, Nov. 29, 2021 /CNW/ - CareSpan Health, Inc. (formerly Dynamo Capital Corp.) (TSXV: CSPN) ("CareSpan" or the "Company"), the 'Clinic-in-the-Cloud' leader addressing the shortage in primary care and improving the delivery of chronic and urgent care, as well as mental health, today reported financial results for the three and nine months ended September 30, 2021. Unless otherwise stated, all amounts are in US dollars.

"CareSpan delivered solid revenue growth for Q3 and for the nine months ending September 30, 2021. Our year-to-date revenues have risen 164% year-over-year, which is a testament to the strength of our team and technology" said Rembert de Villa, CareSpan's CEO. "We are tackling a very big problem in the U.S. – the widening primary care physician shortage and the escalating cost of chronic care – through our pioneering focus on enabling Nurse Practitioners and other clinicians. I am pleased by our ability to deliver healthy growth while completing our recent capital raise and TSXV listing. We are focused on capturing revenue from recently-obtained contracts and reducing/controlling our expense base, as we sharpen our focus toward achieving strong growth in 2022 and beyond".

Third Quarter 2021 Financial Highlights

  • Third quarter 2021 revenues were $1.4 million, which represents a 177% increase from the $0.5 million in revenues reported for the third quarter of 2020.

  • Adjusted EBITDA loss (EBITDA less one-time expenses) was reported at $2,211,149 for year-to-date September 30, 2021 and $978,682 for September 31, 2020.

  • IFRS net loss for the third quarter of 2021 was reported at $1,923,079, compared to $1,624,324 in the third quarter of 2020.

  • The Company's cash balance was $212,445 as of September 30, 2021, compared to $1,474,177 at year-end 2020. This does not include the impact of the recent capital raise, which closed subsequent to quarter end.

Close of Qualifying Transaction

  • On November 24, 2021, CareSpan announced the closing of its previously announced merger transaction (the "Qualifying Transaction").

  • Concurrent with the completion of the Qualifying Transaction, CareSpan raised aggregate gross proceeds in the amount of C$2,297,947.40 through the issuance of an aggregate of 3,282,782 subscription receipts at a price of C$0.70 per subscription receipt.

  • The common shares of the Company commenced trading on the TSX Venture Exchange on November 26, 2021 under the symbol "CSPN".

Restructuring Plan

CareSpan is implementing a cost reduction plan that will see the Company generate about $1,000,000 in annualized savings. "We believe that this near-term adjustment in our cost structure is a necessary step at this time to free up cash and position the Company for long-term success", said Rembert de Villa. "The restructuring will allow us to sharpen our focus on achieving strong growth for 2022". CareSpan intends to focus its cost reduction on streamlining general & administrative and research & development. "With our technology infrastructure firmly in place, we expect to accelerate our top line growth with judicious investments in sales & marketing despite the overall reduction in expenses", said de Villa.

Outlook

"CareSpan is in a unique position to address an enormous problem in the US healthcare system, the shortage of primary care and the escalating cost of chronic care. Nurse practitioners are being recognized by more and more states as an important solution to this problem and CareSpan is one of the few companies to have designed its 'Clinic-in-the-Cloud' offering to equip Nurse Practitioners and other clinicians with cost-effective, integrated digital tools necessary to deliver the best care", said de Villa. "We are eager to re-balance our cost structure and drive revenue growth for 2022 and beyond".

Board Additions

CareSpan is pleased to announce the additions of James Becker and Thomas Astle to the Board of Directors. Mr. Becker and Mr. Astle are joined by current board members, John Reardon (Chairman), Rembert de Villa, John Reardon, Dr. Terry Knapp, and Holger Micheel-Sprenger. "We are extremely proud to have complemented our existing Board of Directors with Jim Becker, who brings very deep healthcare business expertise to our company, and Tom Astle, with his decades of capital markets expertise in Canada," said de Villa.

James Becker

Mr. Becker brings to CareSpan insight and expertise from a distinguished career in health insurance operations and services. Since 2008, he held multiple executive roles at UnitedHealth Group (NYSE: UNH) with extensive experience leading multi-billion-dollar lines of business. He was Chief Operating Officer of UnitedHealthcare's Medicare and Retirement business. His most recent role was President of Optum Global Solutions (also part of the UnitedHealth Group), where he led a team of over 40,000 professionals delivering services and technology in healthcare globally.

Thomas Astle

Mr. Astle is currently a Director with Longevity Funds International Inc. a developer of investment products. Prior to this, he was the Chief Investment Officer of Difference Capital Financial Inc., a Toronto Stock Exchange listed strategic investment company. He brings years of experience in equity research and has been an analyst for most of his career. Prior to working for Difference Capital Financial Inc., Tom ran research departments for six years at Byron Capital Markets Inc. and Dundee Securities Inc. He holds CFA, P.Eng. and ICD.D designations.

Early Warning Report

The transaction that triggered the requirement to file an early warning report was the Qualifying Transaction, as more fully described in the Filing Statement filed on the Company's SEDAR profile. The early warning report dated on November 29, 2021 with respect to the below shareholder was filed under the Company's profile on SEDAR at www.sedar.com.

Rembert de Villa

Pursuant to the terms of the Qualifying Transaction, Rembert de Villa with an address for service at 105 East 34th Street, New York, New York, United States of America, acquired 4,994,857 shares of the Company ("RI Shares") on November 17, 2021, in exchange for securities of CareSpan Holdings, Inc. previously held by Rembert de Villa on the same basis as all other prior security holders of CareSpan Holdings, Inc. Rembert de Villa is the Chief Executive Officer and Vice-Chairman of the board of directors of the Company.

The 4,994,857 RI Shares held by Rembert de Villa represent approximately 18.5% of the issued and outstanding common shares of CareSpan on a non-fully diluted basis as of November 29, 2021. Prior to the Qualifying Transaction, Rembert de Villa did not have ownership or control of any securities of the Company. The RI Shares acquired by Rembert de Villa were issued from treasury pursuant to the Qualifying Transaction for deemed consideration per RI Share of $0.70, for an aggregate deemed consideration paid of approximately C$3,496,399.90.

Rembert de Villa holds the RI Shares for investment purposes and does not have any current intentions to increase or decrease his beneficial ownership or control or direction over any additional securities of the Company. As disclosed in the Filing Statement, the RI Shares held by Rembert de Villa (the "Escrowed Securities") are subject to a surplus security escrow agreement in accordance with Policy 5.4 – Escrow, Vendor Consideration and Resale Restrictions of the Exchange ("Escrow Agreement") and are also subject to a lock-up agreement as described in the Filing Statement. Upon release of the Escrowed Securities from escrow pursuant to the Escrow Agreement, Rembert de Villa may, from time to time and depending on market and other conditions, acquire additional RI Shares and/or other equity, debt or other securities or instruments of the Company in the open market or otherwise, and reserves the right to dispose of any or all of the securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the securities, the whole depending on market conditions, the business and prospects of the Company and other relevant factors (in accordance with the terms of the Escrow Agreement and the lock-up agreement).

About CareSpan Health, Inc.

CareSpan is a healthcare technology and services company. CareSpan, with its head office in British Columbia, is the parent company of the CareSpan group, which holds a 100% interest in its operating subsidiary, CareSpan Holdings, Inc., a Delaware incorporated company.

CareSpan's proprietary 'Clinic-in-the Cloud' is a clinical workflow driven platform designed by doctors that integrates remote patient monitoring, diagnostic tools, the patient's electronic health record, care collaboration capabilities, patient engagement and e-prescribing and lab ordering. CareSpan's platform seamlessly supports both in-person and virtual/telehealth care. CareSpan is using this platform combined with essential business services to build provider networks across the U.S. that deliver primary and chronic care, and urgent care as well as behavioral health care.

Forward-Looking Statements

Information set forth in this news release contains forward-looking statements that are based on assumptions as of the date of this news release. These statements reflect management's current estimates, beliefs, intentions and expectations. They are not guarantees of future performance. The Company cautions that all forward-looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond the Company's control. Such factors include, among other things: risks and uncertainties relating to general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board, shareholder or regulatory approvals. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information.

The forward-looking statements contained in this news release are made as of the date of this news release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Related Links

https://www.carespanhealth.com

SOURCE CareSpan Health, Inc.

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