Carespan Holdings, Inc. entered into a letter of intent to acquire Dynamo Capital Corp. (TSXV:DDD.P) in a reverse merger transaction for CAD 19.6 million on December 23, 2020. Carespan Holdings, Inc. entered into a definitive agreement to acquire Dynamo Capital Corp. in a reverse merger transaction on August 4, 2021. As consideration for the acquisition of all of the outstanding securities of CareSpan, holders of issued and outstanding common stock in the capital of CareSpan will receive one Dynamo Common Share (on a post-Dynamo Consolidation-basis) for each one CareSpan Common Share (on a post-CareSpan Consolidation (the Exchange Ratio”). Immediately prior to the completion of the transaction, it is anticipated that Dynamo will consolidate its issued and outstanding Dynamo common shares on the basis of approximately 4.66667 pre-consolidation Dynamo common shares for each one post-consolidation Dynamo common share as a condition to the completion of the transaction and CareSpan will consolidate its issued and outstanding CareSpan common shares on the basis of approximately 2.96 pre-consolidation CareSpan common shares for each post-consolidation CareSpan common share as a condition to the completion of the transaction. The transaction will result in a fully-diluted valuation of CareSpan of CAD 19 million. Excluding CareSpan Common Shares to be issued in connection with the Private Placement, immediately prior to the transaction, it is anticipated that holders of such CareSpan common shares will receive an aggregate of approximately 21,955,017 Dynamo common shares (on a post-Dynamo consolidation basis) in accordance with the exchange ratio, at a deemed price of $0.70 (CAD 0.89). The transaction, will result in a reverse take-over of Dynamo where the existing shareholders of CareSpan will own a majority of the outstanding common shares of Dynamo assuming the completion of the private placement for minimum aggregate gross proceeds of CAD 4 million to a maximum of CAD 6.5 million through the offering of securities of CareSpan. The transaction will result in CareSpan becoming a wholly-owned subsidiary of Dynamo. Dynamo will be renamed as CareSpan Health, Inc. Upon completion, it is the intention of the parties that the Resulting Issuer will carry on the business of CareSpan, being that of a healthcare technology and services company and will be listed as a Tier 2 Technology Issuer on the TSX Venture Exchange (TSXV).

Upon completion of the transaction, it is anticipated that the board of directors of the Resulting Issuer will consist of at least five nominees to be appointed by CareSpan. The existing management of CareSpan will be management of the Resulting Issuer. Upon completion of the transaction, it is anticipated that all of the existing directors and officers of Dynamo, will resign and the management and Board of Directors of the Resulting Issuer will include Rembert de Villa as Chief Executive Officer and Vice-Chairman, Anne Burpee as Interim Chief Financial Officer, Terry R. Knapp asChief Medical Officer and Director, Douglas Wolfgram as Chief Technology Officer, JoEllen Koerner as Chief Nursing Officer, John Reardon as Director, Chairman of the Board, Holger Micheel-Sprenger as Director, Carl Farrell as Director and James Becker as Director.

The completion of the transaction is subject to a number of conditions precedent, including but not limited to satisfactory due diligence review; negotiation and execution of the definitive agreement respecting the transaction and accompanying transaction documents; approval by the boards of directors of each of Dynamo and CareSpan; obtaining necessary third party approvals; the completion of a concurrent brokered private placement offering of up to CAD 6.51 million of subscription receipts of CareSpan;. the completion of a consolidation of the share capital of the Company on the basis of 4.6667 existing common shares for 1 post-consolidation common share and the alteration of its authorized share structure to create a new class of restricted voting securities; a name change of Dynamo; the increase in the size of the board of directors of Dynamo; shareholder approval (if required) of Dynamo and CareSpan; the Resulting Issuer Shares to be issued as consideration for the CareSpan common shares shall have been conditionally approved for listing on the TSXV; all officers and members of management of Dynamo shall have executed and delivered resignations in form and substance acceptable to CareSpan; the receipt of all requisite regulatory, stock exchange, or governmental authorizations and consents, including the TSXV. The final structure of the transaction is subject to the receipt of tax, corporate and securities law advice by both Dynamo and CareSpan. On November 16, 2021, TSXV has conditionally accepted the transaction subject to Dynamo fulfilling all of the requirements of the Exchange. The transaction is expected to close on or before September 15, 2021. As on November 16, 2021, CareSpan anticipate closing of the proposed transaction to occur on or around November 17, 2021. Computershare Investor Services Inc. acted as transfer agent and registrar for common shares of Dynamo.