Reem Capital, Kalron close receipt financings

Mr. Jonathan Held reports SEEGNAL INC. (FORMERLY, REEM CAPITAL CORP.) AND KALRON HOLDINGS LTD. ANNOUNCE CLOSING OF FINANCINGS, NAME CHANGE AND CONSOLIDATION Seegnal Inc. (formerly Reem Capital Corp.), a capital pool company pursuant to the policies of the TSX Venture Exchange, and Kalron Holdings Ltd. (parent company of Seegnal eHealth Ltd.) have provided an update with respect to the proposed transaction between the corporation and Kalron, pursuant to the amended and restated definitive securities exchange agreement dated Jan. 27, 2025, between the corporation, Kalron, Seegnal eHealth and certain securityholders of Kalron in furtherance of the corporation's proposed qualifying transaction (as defined in Policy 2.4 (Capital Pool Companies) of the exchange). Concurrent financing The corporation is pleased to announce that, further to its press release dated Aug. 1, 2025, and prior to the close of the proposed transaction, the corporation closed its non-brokered private placement of 1,768,750 subscription receipts for gross proceeds of $1,415,000 at 80 cents per subscription receipt. The corporation is also pleased to announce that, further to its press release dated Aug. 1, 2025, and prior to the close of the proposed transaction, Kalron closed its concurrent non-brokered private placement of 2,564,665 subscription receipts for gross proceeds of $2,051,732 at 80 cents per subscription receipt. The corporation's private placement and Kalron's private placement are herein referred to as the financings. Each subscription receipt will, following the satisfaction of certain escrow release conditions, entitle the holder thereof to receive, postproposed transaction, without the payment of additional consideration or taking of further action, one common share in the capital of the corporation and one common share purchase warrant of the corporation, with each warrant entitling the holder thereof to acquire one common share at a price of $1.20 until 24 months following the completion of the proposed transaction. Proceeds of the financings will be held in escrow pending satisfaction of customary escrow release conditions, including the completion, satisfaction or waiver of all conditions precedent to the proposed transaction, and the receipt of all required shareholder and regulatory approvals, as applicable. In connection with the financings and as previously announced, Kalron and the corporation will pay Quarck Investments Ltd. and Capital Canada Ltd. finders' fees of cash equal to 8 per cent of the gross proceeds brought in by Quarck or Capital Canada, as applicable, to the financings, and common share purchase warrants of the corporation on the same terms as the warrants, equal to 8 per cent of the amount of subscription receipts brought in by Quarck or Capital Canada, as applicable, under the financings. All of the cash payable to Quarck and Capital Canada shall be payable upon release of the financing proceeds from escrow. Continuation, name change and consolidation In connection with the proposed transaction, the corporation has continued out of British Columbia (under the Business Corporations Act (British Columbia)) into Alberta (under the Business Corporations Act (Alberta)) and has changed its name from Reem Capital Corp. to Seegnal Inc. Further, the corporation completed a consolidation of its issued and outstanding common shares based on a ratio of one postconsolidation common share for every 3.16 preconsolidation common shares, resulting in an aggregate of 2,500,002 common shares issued and outstanding. The continuance, name change and consolidation were approved by the shareholders of the corporation at the corporation's annual general and special meeting of shareholders on May 9, 2025. The corporation's new Cusip number for the common shares is 81573E106, and its new ISIN is CA81573E1060. Shareholders of the corporation are not required to take any action with respect to the continuance, name change or consolidation. The common shares and warrants issuable on conversion of the subscription receipts shall be issued on a postconsolidation basis. Proposed transaction The completion of the proposed transaction is subject to a number of conditions, including, but not limited to, final exchange acceptance and satisfaction of other customary closing conditions. About Kalron Holdings Ltd. Kalron is a privately held holding corporation that was established under the laws of Israel in 2017. Kalron is the sole shareholder (parent company) of Seegnal eHealth, an Israeli-based corporation which had operated under Teva Pharmaceuticals Industries Ltd. until its purchase by Kalron in December, 2017. Seegnal eHealth was founded in 2015 as a fully owned subsidiary of Teva to develop a clinical decision support system software for clinicians at the point of care, aimed at improving patient care and outcomes, improving clinician experience, and substantially lowering health care expenditures. Seegnal eHealth provides patient-tailored software-as-a-service system for one-glance managing and mitigating drug-related problems while providing decision support to health care professionals at the point of care. Seegnal eHealth has developed, owns and is marketing a software-as-a-service-based software platform of addressing the need of detecting and solving drug-related problems, which has been determined as the fourth leading cause of mortality in developed countries. Seegnal eHealth's software-as-a-service-based software platform is a patient-tailored, clinician-friendly drug-related problem solution. Seegnal eHealth exclusively integrates, at the point of care, unique patient-specific data like genetics, food, results of lab tests, ECG, smoking and the effects of many concomitant medications, while delivering accuracy, sensitivity and specificity. The software was developed for clinicians to manage and resolve drug-related problems, relevant specifically per patient, quickly and effectively. In 2017, Seegnal eHealth was purchased from Teva by Kalron. As part of the acquisition, Kalron committed to continue to employ Seegnal eHealth's employees and to pay Teva certain royalties on sales. Seegnal eHealth is marketing its software-as-a-service-based platform in the State of Israel, the United Arab Emirates, the United Kingdom, the United States and Poland. The platform is currently a standard-of-care system for over 10,000 clinicians in Israel on a daily basis when prescribing medications to their patients. Two of Israel's four HMOs are using the system as their primary solution, and, recently, the Israeli Ministry of Health selected Seegnal as the new standard to be deployed in all public hospitals. Kalron, through its subsidiary Seegnal eHealth, has developed a vast intellectual property portfolio. The software-as-a-service-based technology contains over 1,500 specific algorithms, as well as U.S., Canadian and Israeli granted patents in the areas of graphical user interface and workflow. The Seegnal eHealth system's functional disruptive GUI approach, on the one hand, and the technical capability to introduce the individual patient at the centre when providing clinical recommendations, on the other hand, provide over 98-per-cent alert accuracy and automating alternative therapy resolution suggestions, saving physicians time from researching for alternatives manually. About Seegnal Inc. The corporation was incorporated under the Business Corporations Act (British Columbia) and continued under the Business Corporations Act (Alberta) and is a capital pool company governed by the policies of the exchange. The corporation's principal business is the identification and evaluation of assets or businesses with a view to completing a qualifying transaction. Investors are cautioned that trading in the securities of a capital pool company should be considered highly speculative. We seek Safe Harbor.