Reem Capital, Kalron continue work on QT deal

Mr. Jonathan Held reports REEM CAPITAL CORP. AND KALRON HOLDINGS LTD. (PARENT COMPANY OF SEEGNAL EHEALTH LTD.) PROVIDE TRANSACTION UPDATES Reem Capital Corp. 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 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). The corporation following the completion of the proposed transaction is herein referred to as the resulting issuer. Conditional acceptance and final prospectus The corporation is pleased to announce that it received conditional acceptance from the TSX Venture Exchange relating to proposed transaction and has filed its final long form non-offering prospectus in connection therewith with the applicable Canadian securities regulators on SEDAR+. The completion of the proposed transaction is subject to a number of conditions including, but not limited to, final exchange acceptance, completion of the financings (as discussed below) and satisfaction of other customary closing conditions. Subscription receipt financings Further to the previously announced non-brokered private placement of subscription receipts of Kalron and non-brokered private placement of subscription receipts of Reem, the parties intended to complete the financings for aggregate minimum gross proceeds of $3.4-million up to aggregate maximum gross proceeds of $4-million at 80 cents per subscription receipt. Each subscription receipt will, following the satisfaction of certain escrow release conditions, entitle the holder to receive postproposed transaction, without the payment of additional consideration or taking of further action, one common share in the capital of the resulting issuer and one resulting share purchase warrant of the resulting issuer, with each warrant entitling the holder thereof to acquire one resulting issuer 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 (including the conditional approval of the exchange) in connection with the proposed transaction, all of which shall be set forth in a subscription receipt agreement to be entered into. The resulting issuer shares and warrants issuable on conversion of the subscription receipts shall be issued on a postconsolidation basis which shall be completed by Reem as an escrow release condition. The consolidation ratio shall be one new common share of Reem for 3.16 existing common shares of Reem, as previously announced. In connection with the financings, the resulting issuer will pay Quarck Investments Ltd. and Capital Canada Ltd. a finder's fee 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 resulting issuer on the same terms as the warrants, equal to 8 per cent of the amount of subscription receipts brought in by Quarck under the financings. All of the cash payable to Quarck and Capital Canada shall be payable upon release of the financings' proceeds from escrow. The terms of the financings remain subject to acceptance of the exchange. Updates to the use of proceeds The attached table sets out the updated proposed principal uses of funds by the resulting issuer, after giving effect to the proposed transaction and assuming completion of the financings. Following the completion of the proposed transaction, including the financings, there will be approximately 44,295,626 resulting issuer shares outstanding and approximately 29,204,330 resulting issuer shares will be reserved for issuance pursuant to convertible securities of the resulting issuer. About Kalron 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, an Israeli-based corporation which had operated under Teva Pharmaceuticals Industries Ltd. until its purchase by Kalron in December, 2017. Seegnal 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 lower health care expenditures. Seegnal provides patient-tailored SaaS (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 has developed, owns and is marketing a SaaS-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's SaaS-based software platform is a patient-tailored, clinicians'-friendly drug-related problem solution. Seegnal 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 was purchased from Teva by Kalron. As part of the acquisition, Kalron committed to continue to employ Seegnal's employees and to pay Teva certain royalties on sales. Seegnal is marketing its SaaS-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 HMO's are using the system as their primary solution. Kalron, through its subsidiary Seegnal, has developed a vast intellectual property portfolio. The SaaS-based technology contains over 1,500 specific algorithms as well as United States-, Israeli- and Chinese-granted patents in the areas of graphical user interface (GUI) and workflow. The Seegnal 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, provides over 98-per -cent alert accuracy and automating alternative therapy resolution suggestions, saving physicians time from researching for alternatives manually. About Reem Capital Corp. Reem was incorporated under the Business Corporations Act (British Columbia) and is a capital pool company governed by the policies of the exchange. Reem'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.