Carebook Completes $1 Million Debt Financing

Non-Dilutive Capital from Company’s Largest Shareholders Will Support Carebook’s Strategic Focus Upon the Employer Vertical

MONTREAL, Dec. 23, 2021 Carebook Technologies Inc. (“Carebook” or the “Company“) (TSXV: CRBK) (OTCPK: CRBKF)(XETR: PMM1), a leading Canadian provider of innovative digital health solutions, today announced the closing of the Company’s $1 million debt financing.

“Carebook has moved aggressively to focus upon the employer vertical, aligning our comprehensive suite of offerings to ensure we deliver a complete and differentiated solution for employers seeking to address the health and wellness needs of their employees,” stated Michael Peters, the Company’s Chief Executive Officer. “This financing reinforces our largest shareholders’ support for this new strategic direction. As we complete the integration of our CoreHealth and InfoTech acquisitions, we will prioritize developing traction within the employer vertical, accelerating our sales cycle and expanding our membership base. Proceeds from this financing will be devoted towards our pursuit of this objective.”

As previously announced on November 29, 2021, Carebook has entered into a secured loan agreement (each, a “Loan Agreement“, and collectively the “Loan Agreements“) with SAYKL Investments Ltd. and UIL Limited (each, a “Lender“, and together, the “Lenders“), the Company’s largest shareholders, for $1 million in aggregate gross proceeds. SAYKL Investments Ltd. is an entity controlled by Dr. Sheldon Elman, the Company’s Chairman, and Stuart M. Elman, a Director of the Company. UIL Limited, a closed-end investment company jointly managed by ICM Investment Management Limited and ICM Limited, was the lead investor in the $11.3 million private placement completed by the Company in August 2021.

Interest on the principal amount outstanding under the Loan Agreements is payable quarterly at a rate of CDOR + 10%, and the Loan Agreements have a five-year maturity. The obligations of the Company under the Loan Agreements are subordinated to the Company’s obligations under its existing senior credit facilities. To secure the Company’s obligations under the Loan Agreements, the Company has agreed to grant to each of the Lenders a security interest and hypothec in all of the property and undertaking of the Company, subordinated to the security interests granted by the Company to its senior lenders. The proceeds from this financing will be used for working capital purposes. The Company is not issuing any securities, or paying any bonus, commission or finder’s fees in connection with the Loan Agreements.

Each of the Lenders is a “related party” of the Company within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). As a result, the Loan Agreements are considered to be a “related party transaction” as such term is defined by MI 61-101. The Company has relied on an exemption from the minority shareholder approval requirement set out in MI 61-101 as the fair market value of the transaction does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The Company did not file a material change report at least 21 days prior to closing, which the Company deems reasonable in the circumstances so as to be able to avail itself of the proceeds of the transaction in an expeditious manner. The Company intends to file a material change report within the required timeframe, which will contain all prescribed disclosure relating to this related party transaction.

About Carebook Technologies
Our core is science. Our solutions are accessible. Our mission is to empower people.
Carebook’s digital health platform empowers its clients and more than 3.5 million members to take control of their health journey. During 2021, the Company completed the acquisitions of InfoTech Inc., a global leader in health and productivity risk management, and CoreHealth Technologies Inc., owner of an industry-leading wellness platform. In combination, these companies create an end-to-end digital health platform that includes both assessment tools and the technology to deliver complementary solutions. Carebook’s shares trade on the TSXV under the symbol “CRBK,” on the OTC Markets under the symbol “CRBKF,” and on the Frankfurt Stock Exchange under the symbol “PMM1.”

Notice regarding forward-looking statements:

This release includes forward-looking information within the meaning of Canadian securities laws regarding Carebook and its business. The forward-looking information contained herein includes, but is not limited to, the intended use of proceeds of the Loan Agreements. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “is expected”, “expects”, “scheduled”, “intends”, “contemplates”, “anticipates”, “believes”, “proposes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Such statements are based on the current expectations of the management of Carebook and are based on assumptions and subject to risks and uncertainties. Although the management of Carebook believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the company, including the risks disclosed in the Company’s public filings including the Listing Application dated September 28, 2020, filed on SEDAR. Although Carebook has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Carebook does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. In addition, the current situation and future developments with respect to the COVID-19 pandemic could cause certain of the assumptions and information set forth herein or the fact that on which such assumptions are based to differ materially from previous expectations including in respect of demand for our products, supply chain and availability of materials, mobility and shipping of materials and or products, access to debt and equity capital and other factors.

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

SOURCE Carebook Technologies Inc.