Reem Capital Corp. and Kalron Holdings Ltd. (Parent Company of Seegnal eHealth Ltd.) Provide Transaction Updates

Vancouver, British Columbia--(Newsfile Corp. - August 1, 2025) - Reem Capital Corp. (TSXV: REEM.P) ("Reem" or the "Corporation"), a "capital pool company" pursuant to the policies of the TSX Venture Exchange (the "Exchange") and Kalron Holdings Ltd. ("Kalron") (parent company of Seegnal eHealth Ltd. ("Seegnal")) wish to provide an update with respect to the proposed transaction between the Corporation and Kalron, pursuant to the amended and restated definitive securities exchange agreement dated January 27, 2025 (the "Definitive Agreement") 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 "Proposed Transaction"). 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 (the "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+ and is available at www.sedarplus.ca.

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 (the "Kalron Financing") and non-brokered private placement of subscription receipts of Reem (the "Reem Financing" and collectively with the Kalron Financing, the "Financings"), the parties intended to complete the Financings for aggregate minimum gross proceeds of $3,400,000 (the "Minimum Gross Proceeds") up to aggregate maximum gross proceeds of $4,000,000 (the "Maximum Gross Proceeds") at $0.80 per subscription receipt. (the "Subscription Receipts").

Each Subscription Receipt will, following the satisfaction of certain escrow release conditions, entitle the holder to receive post-Proposed Transaction, without the payment of additional consideration or taking of further action, one common share in the capital of the Resulting Issuer ("Resulting Share"), and one Resulting Share purchase warrant of the Resulting Issuer (a "Warrant"), 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 post-consolidation 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. ("Quarck") and Capital Canada Limited ("Capital Canada") a finder's fee of cash equal to 8% 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% 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 following 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:

Note:
(1) Revenue less cost of sales.

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. ("Teva") 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 healthcare expenditures. Seegnal provides patient-tailored SAAS system for one-glance managing and mitigating drug related problems while providing decision support to healthcare 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.^[1] 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 UAE, the United Kingdom, the United States of America 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 1500 specific algorithms as well as United States of America, 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 center when providing clinical recommendations, on the other hand, provides over 98% alert accuracy and automating alternative therapy resolution suggestions, saving physicians time from researching for alternatives manually.²

ABOUT REEM

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.

FURTHER INFORMATION

Reem will provide further details in respect of the Proposed Transaction and Financings in due course by way of a subsequent news release, however, Reem will make available to the Exchange all information, including financial information, as may be requested or required by the Exchange.

All information contained in this news release with respect to Reem and Kalron was supplied by the respective party, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to the Exchange Requirements. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the non-offering prospectus prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.

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.

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

Neither the Exchange nor its Regulation Services Provider (as that term is defined in the polices of the Exchange) has in any way passed upon the merits of the Proposed Transaction and associated transactions and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.

FORWARD-LOOKING STATEMENTS

This press release contains statements that constitute "forward-looking information" ("forward-looking information") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "believe", "estimate", "expect", "intend", "projected" or variations of such words and phrases or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information.

More particularly and without limitation, this press release contains forward-looking statements concerning the Proposed Transaction (including the terms and timing thereof), the Financings including the amounts anticipated to be raised, the shareholders intending to participate in such Financings, receipt of requisite approvals, including acceptance of the Exchange for the Proposed Transaction and Financings, completion of the Proposed Transaction and the Financings, including meeting the requisite escrow release conditions and the use of proceeds therefrom, the details of any securities issuances, conversions, exchanges or cancellations (completed or anticipated), the continued business of the Resulting Issuer, the trading of the Resulting Issuer Shares on the Exchange, the anticipated insiders of the Resulting Issuer and the successful implementation of Kalron and Seegnal's business plans, including the successful implementation of Seegnal's SAAS products. In disclosing the forward-looking information contained in this press release, Reem has made certain assumptions, including that: all applicable shareholder and regulatory approvals for the Proposed Transaction will be received; that the Proposed Transaction will be completed on mutually acceptable terms and within a customary timeframe for transactions of this nature and the acceptance of the Seegnal products by customers in the United States and Europe. Although Reem believes that the expectations reflected in such forward-looking information are reasonable, it can give no assurance that the expectations of any forward-looking information will prove to be correct. Known and unknown risks, uncertainties and other factors may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Such factors include, but are not limited to: war in Israel and the Middle East; availability of financing; delay or failure to receive board, shareholder or regulatory approvals; and general business, economic, competitive, political and social uncertainties. There can be no certainty that the Proposed Transaction will be completed on the terms set out in the Definitive Agreement or at all. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release. Except as required by law, Reem disclaims any intention and assumes no obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking information or otherwise.

¹ Miles Hacker, Pharmacology, 2009 (https://www.sciencedirect.com/topics/medicine-and-dentistry/adverse-drug-reaction); Ernst FR, Grizzle AJ: Drug-related morbidity and mortality: updating the cost-of-illness model. J Am Pharm Assoc. 2001, 41 (2): 192-9; and Jason L et al., Journal of American Medical Association 1998; 279: 1200-1205.

² Sonam N Shah et al, "Comparison of Medication Alerts from Two Commercial Applications in the USA", June 2021, https://pubmed.ncbi.nlm.nih.gov/33616888/.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/260987