Reem Capital Corp. and Kalron Holdings Ltd. Provide Business and Transaction Updates

• April 2, 2025

Vancouver, British Columbia--(Newsfile Corp. - April 2, 2025) -  Reem Capital Corp. (TSXV: REEM.P) (the " Corporation " or " Reem "), a "capital pool company" pursuant to the policies of the TSX Venture Exchange (the " Exchange ") and Kalron Holdings Ltd. (" Kalron ") wish to provide an update with respect to the proposed transaction between the Corporation and Kalron, further to the news releases of September 22, 2023 and January 27, 2025 announcing the amended and restated definitive securities exchange agreement dated January 27, 2025 (the " Definitive Agreement ") between the Corporation, Kalron, Seegnal eHealth Ltd. (" Seegnal "), a subsidiary of Kalron, 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 ".

In connection with the Proposed Transaction, the Corporation filed a preliminary prospectus dated March 31, 2025 (the " Preliminary Prospectus ") to enable the Corporation to complete its proposed Qualifying Transaction with Kalron.

PROPOSED MANAGEMENT AND DIRECTORS OF RESULTING ISSUER

Subject to Exchange approval, upon completion of the Proposed Transaction, it is the intention of the Corporation and Kalron to establish and maintain a board of directors of the Resulting Issuer with a combination of appropriate skill sets that is compliant with all regulatory and corporate governance requirements, including any applicable independence requirements. It is expected that the board of directors and senior officers of the Resulting Issuer will include the following individuals and a brief biography of each is as follows.

Eyal Schneid, Chief Executive Officer

Mr. Schneid has over 25 years of experience managing and selling B2B software solutions globally. His expertise focuses on business turn-around, setting up businesses for global companies, and growth. Mr. Schneid has served as a P&L business unit leader for Amdocs (listed on NASDAQ), a $300M P&L Division Manager for CSG International (listed on NASDAQ), a Managing Director for John Bryce Training UK, and a range of senior business roles in various start-up companies. Mr. Schneid has received a Practical Engineering in Aeronautics, a Bachelor of Arts in Marketing & Information Systems, and an MBA from The University of Manchester in International Marketing.

Gadi Levin, Chief Financial Officer

Mr. Levin is a seasoned executive and director with significant experience in capital market financings, cross border listings, accounting and financial management, providing fractional chief financial officer services and other financial services through his privately owned company, Ninety Six Capital Ltd. Mr. Levin currently serves as a director, chief executive officer and chief financial officer of several publicly companies listed on NASDAQ, OTC, TSX, TSXV and AIM. Mr. Levin plays key roles in raising capital in both public and private offerings and financial due diligence. His prior experience includes finance and accounting roles at two asset and investment firms. Mr. Levin began his career in public accounting at Arthur Andersen and Ernst & Young. Mr. Levin holds undergraduate degrees from the University of Cape Town and the University of South Africa and an MBA from Bar Ilan University. Mr. Levin is a certified chartered accountant in South Africa.

Nir Dor, Director

Mr. Dor is the Managing Partner of NET Capital Ventures, a private investment fund with a scope of investments in the technology field, mainly in start-up companies in the field of health, tourism, and software. He focuses on locating investments, supporting the financial management of the company's business development, and supporting entrepreneurs. Mr. Dor previously served as Chief Executive Officer and Chairman of the board of several public companies listed on the Tel Aviv Stock Exchange. Mr. Dor has a degree in accounting and finance and is a CPA in Israel.

Orit Lidor, Director

Ms. Lidor has over 20 years of experience in corporate legal affairs and governance. Since 2016, she has been a Partner at NET Capital Ventures, a private investment fund specializing in technology investments, primarily in start-up companies within the health, tourism, and software sectors. In this role, she focuses on the legal aspects of investments, including ongoing legal support, in addition to business development. Previously, Ms. Lidor served as Vice President, General Counsel, and Corporate Secretary at Clal Biotechnology Industries Ltd. (listed on the TASE) and as General Counsel and Corporate Secretary at Eden Springs Ltd. (listed on the TASE). Ms. Lidor holds an LL.B. from Tel Aviv University (magna cum laude) and is a member of the Israel Bar Association.

Peter Bloch, Director

Mr. Bloch is the Chief Executive Officer of Wembley Advisors Corp., where he works as an advisor and coach for CEO's as well as a part time executive and board member. Mr. Bloch has significant experience with mergers and acquisitions, reverse take-overs, securing capital funding from both private and public sources, and training and mentorship for CEO's. He has a focus in technology, pharmaceuticals, energy, and startups to early-stage companies. Mr. Bloch has previous experience as an advisor, mentor, consultant and board member to a number of companies. He previously served as chief executive officer of Bresotec Inc., as chief executive officer and chairman for Bionik Laboratories (listed on the OTCMKTS), as director of EnerSpar Corporation (listed on the TSXV), and as director of Environmental Solutions Woldwide (listed on the OTCBB). Mr. Bloch currently serves as audit committee chair for Innocan Pharmaceuticals (listed on the CSE). Mr. Bloch has a degree in Commerce and is a CPA in Canada. He has also completed an executive IT management program from the Massachusetts Institute of Technology, and he has completed an executive negotiating program from Harvard.

Ronnie Jaegermann, Director

Mr. Jaegermann is a Founder and Venture Partner at Exiteam Capital Partners Ltd., an Israeli Venture Capital and Advisory Firm focusing on leading Israeli tech companies to listing on Canadian Capital Markets, since 2020. Between 2013 and 2019 Mr. Jaegermann was the Chief Executive Officer and Head of Investment Banking Advisory at Aloni Haft, a Tel Aviv-based boutique Investment Bank focused on fund raisings for Israeli companies in international capital markets. He has led multiple businesses in growing them from start-up to profitable companies that became take-out targets. Between 2012 - 2013, Mr. Jaegermann was the Chief Executive Officer of JNH International Ltd., a company that manufactures, markets and sells Disney licensed children furniture and toddler and junior Disney bed linen. Between 1998 - 2009 Mr. Jaegermann was the CEO and Director of several Israeli Technology companies who were listed on London's AIM Market and other European Stock Exchange. Mr. Jaegermann was involved in over 15 IPOs of Israeli companies raising a total of over $200M. Mr. Jaegermann holds a BA in Economic and Political Science from Tel Aviv University. Mr. Jaegermann serves as Chief Financial Officer of Cann-Is Capital Corp. (listed on the TSXV), a Capital Pool Company, a member of the board of directors of Water Ways Technologies Inc. (listed on the TSXV) and Chair of the Audit committee and an independent member of the Board of Adcore (listed on the TSX).

Michael Saliken, Corporate Secretary

Mr. Saliken is a lawyer and a partner at Borden Ladner Gervais LLP, one of Canada's largest law firms, where he focuses his practice on securities and corporate finance, M&A, and corporate governance. Mr. Saliken received a Bachelor of Commerce degree with distinction from the Haskayne School of Business at the University of Calgary in 2005 and a Bachelor of Laws degree from the University of Alberta in 2008. Mr. Saliken formerly acted as audit committee chair, director and corporate secretary for Meta Growth Corp.

UPDATES TO THE PROPOSED TRANSACTION

At closing of the Proposed Transaction, it is anticipated that the Resulting Issuer will change its name to "Seegnal Inc.", or such other name as may be determined by the Corporation and Kalron, subject to approval by the shareholders of the Corporation, the Exchange and any other relevant regulatory authorities.

Mikal Ltd. and Edtom Ltd., two of Kalron's existing shareholders, are no longer anticipated to participate in the previously announced non-brokered private placement of Kalron of up to 5,000,000 subscription receipts at $0.80 per subscription receipt for aggregate proceeds up to $4,000,000 (or such greater amount as may be determined by Reem and Kalron) (the " Kalron Financing "). Additionally, Mikal Ltd. and Edtom Ltd. have provided loans to Kalron in the aggregate principal amount of up to $637,880, each bearing an annual interest rate of 10%. The shareholder loans mature and are repayable on June 1, 2027 and can be repaid in full, with any accrued unpaid interest, in advance of such maturity date with no penalty at the option of Kalron upon 14 days' notice provided that the principal amount and any unpaid accrued interest will be due immediately on demand of Kalron does not complete the Proposed Qualifying Transaction by June 1, 2026. Each of Mikal Ltd. and Edtom Ltd. are expected to be a Principal and Insider (as such terms are defined in the policies of the Exchange) of the Resulting Issuer following closing of the Proposed Transaction, as it is anticipated that they will each have beneficial ownership of, or control or direction over, directly or indirectly, more than 10% of the outstanding common shares of the Resulting Issuer (" Resulting Issuer Shares "). Mikal Ltd. and Edtom Ltd., on a combined basis, will hold, directly, 50.12% of the Resulting Issuer Shares following closing of the Proposed Transaction.

It is intended that the Proposed Transaction will constitute a reverse take-over of the Corporation by Kalron inasmuch as the former shareholders, debentureholders and other securityholders of Kalron will own approximately 78.66% of the outstanding Resulting Issuer Shares (on an undiluted basis), which such calculation does not factor in the completion of the Kalron Financing nor any financial advisory services securities being issued at closing of the Proposed Transaction.

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 Kalron Financing:

Note:

(1) Revenue less cost of sales.

SELECTED FINANCIAL STATEMENT INFORMATION

The following table presents selected information on the financial condition and results of operations for the Corporation and Kalron. Such information is derived from the unaudited financial statements of Kalron for the period ended September 30, 2024 and the unaudited financial statements of the Corporation for the period ended November 30, 2024. The information provided herein should be read in conjunction with such unaudited financial statements, which have been prepared in accordance with IFRS. The Corporation's financial statements have been filed on SEDAR.

RECENT DEVELOPMENTS OF KALRON AND SEEGNAL

In 2023, Seegnal finished an actual live proof of concept in a hospital, demonstrating the capability of its newest product (expansion of the base product), providing precision medication recommendations while reducing adverse drug reactions. With that, Seegnal is one of the few companies worldwide that can provide end-to-end precision medication recommendations with significantly reduced adverse drug reactions, both because of contraindications and patient-to-medication interaction.

In December 2023, Kalron signed a pilot agreement with Supra Inwest for the piloting and subsequent further distribution of the Seegnal system in Poland. Poland has a substantial healthcare infrastructure with over 250,000 hospitalization beds, ranking it as one of the largest healthcare systems in Europe in terms of monetary value. The Seegnal platform is currently a "standard of care" system for over 10,000 clinicians who use it daily to prescribe medications to their patients. The product scans over one million therapies every day.

In January 2024, Seegnal signed a new SaaS license agreement with Leumit Health Services, a large health maintenance organization in the State of Israel, for a five year term. The agreement is based on usage rather than a periodic fixed fee and is expected to generate higher revenues for Seegnal.

In August 2024, Kalron entered into a non-exclusive distribution agreement with Digitals OYT Ltd. (" Digitals "), for Digitals to market and license Seegnal's clinical decision-support system in the UK. In November 2024, Digitals secured access for Seegnal's system to the UK Government's G-Cloud 14 framework which will allow UK public sector organizations, including NHS trusts, hospitals, and clinics, to procure Seegnal's "Virtual Digital Pharmacist" through a streamlined process. The UK's NHS is responsible for one of the largest public healthcare systems in Europe, which includes 515 hospitals and 390,000 doctors. The G-Cloud 14 framework, managed by the Crown Commercial Service, facilitates public sector procurement of pre-approved cloud software and services, allowing organizations to bypass lengthy tender processes.

In 2024, Seegnal designed precision medication product capabilities to become a B2C stand-alone product.

Seegnal primarily operates in Israel and the UAE, while actively pursuing business expansion opportunities in the United Kingdom and Poland. Two of Israel's four health maintenance organizations are using the system by virtue of long-term licensing agreements in national deployment as well as one of the largest hospital facilities in the country pursuant to a public tender process win. The largest hospital in Tel Aviv is due to complete its onboarding of Seegnal by April 2025.

ABOUT KALRON

Kalron is a privately-held holding corporation that was established under the laws of Israel in 2017. Kalron is the sole shareholder 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 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 reduces the workload to 1% compared to legacy systems, while providing over 98% alert accuracy and utilizing advanced pharmacogenetics algorithms to provide futuristic precision medication therapy today.

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 the Kalron Financing 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, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. 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.

For further information please contact:

Reem Capital Corp.

Jonathan Held, CFO

Telephone: 416-270-9566

Email: [email protected]

Kalron Holdings Ltd.

Eyal Schneid, CEO

Telephone: 213-309-5030

Email: [email protected]

Website: www.seegnal.com

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 Kalron Financing including the amounts anticipated to be raised, the use of proceeds of the Kalron Financing, the details of any securities issuances, conversions, exchanges or cancellations, the proposed management and board of directors of the Resulting Issuer, the continued business of the Resulting Issuer, the anticipated name of the Resulting Issuer, the anticipated insiders of the Resulting Issuer, the anticipated repayment of shareholder loans of Kalron, ability of Seegnal to provide end-to-end precision medication recommendations with significantly reduced adverse drug reactions, distribution of the Seegnal system in Poland, potential revenues generated by the SaaS license agreement with Leumit Health Services, procurement of Seegnal's "Virtual Digital Pharmacist", Seegnal's continued pursuant of business expansion opportunities and onboarding of Seegnal by the largest hospital in Tel Aviv. 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: 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/247099