TORONTO, Nov. 10, 2023 /CNW/ - Michael Held ("Held"), the President, Chief Executive Officer and Director of LifeSpeak Inc. ("LifeSpeak") announced today, and Nolan Bederman ("Bederman"), the Executive Chair of the Board and Director of LifeSpeak announced today, that on November 10, 2023, Held purchased 1,000 shares of common stock ("Shares") of LifeSpeak, on the Toronto Stock Exchange ("TSX") at a price of C$0.365 per Share for total consideration of C$365.00 (the "Held Transaction") and Bederman independently indirectly purchased 8,500 Shares, on the TSX at a price of C$0.3641 per Share for total consideration of C$3,094.85 (the "Bederman Transaction").

Prior to the Held Transaction, Held had ownership of, or control or direction over 9,770,915 Shares (comprised of 1,406,541 Shares held directly and control or direction over 8,364,374 Shares held by Grasshopper Holdings LP, Ladybug Holdings Inc. and Krista Mussell, together, the "Held Related Entities"), representing 19.19% of the then issued and outstanding Shares and held vested options exercisable into Shares (the "Held Options") to acquire an additional 933,333 Shares. If the Held Options were exercised, Held would have had beneficial ownership of, or control or direction over, 10,704,248 Shares, representing 20.65% of the then outstanding Shares.

Following the Held Transaction, Held has ownership or control over 9,771,915 Shares (comprised of 1,407,541 Shares held directly, and control or direction over 8,364,374 Shares held by the Held Related Entities), representing 19.19% of the currently issued and outstanding Shares. If the vested Held Options are exercised, Held will have beneficial ownership of, or control or direction over, 10,705,248 Shares, representing 20.65% of the then outstanding Shares.

The Held Transaction is exempt from the formal bid requirements of National Instrument 62‐104 – Take‐Over Bids and Issuer Bids ("NI 62-104") as the Held Transactions occurred in reliance on the Normal Course Purchase Exemption set out in Section 4.1 of NI 62‐104. The facts supporting reliance on the exemption are that: (a) the bid was for not more than 5% of the outstanding Shares; and (b) the aggregate number of Shares acquired in reliance on this exemption by Held and any person acting jointly or in concert with Held within any period of 12 months, when aggregated with acquisitions otherwise made by Held and any person acting jointly or in concert with Held within the same 12‐month period does not exceed 5% of the Shares outstanding at the beginning of the 12‐month period.

Prior to the Bederman Transaction, Bederman had ownership of, or control or direction over 4,857,684 Shares (comprised of 1,043,390 Shares held directly and control or direction over 3,814,294 Shares held by NBFT Capital LP Trust, Nolan Bederman Family Trust and NBFT Capital Holdings Inc, together, the "Bederman Related Entities"), representing 9.54% of the then issued and outstanding Shares and held vested options exercisable into Shares to acquire an additional 933,333 Shares ("Bederman Options"). If the Bederman Options were exercised, Bederman would have had beneficial ownership of, or control or direction over, 5,791,017 Shares, representing 11.17% of the then outstanding Shares.

Following the Bederman Transaction, Bederman has ownership or control over 4,866,184 Shares (comprised of 1,043,390 Shares held directly, and control or direction over 3,822,794 Shares held by the Bederman Related Entities), representing 9.56% of the currently issued and outstanding Shares. If the vested Bederman Options are exercised, Bederman will have beneficial ownership of, or control or direction over, 5,799,517 Shares, representing 11.19% of the then outstanding Shares.

None of Held, Bederman, the Held Related Entities or the Bederman Related Entities has any current plans or future intentions which relate to or would result in any of the events, transactions or circumstances enumerated in paragraphs (b) - (k) in the early warning report filed with the press release (the "Early Warning Report").

In accordance with applicable securities laws, Held, Bederman, the Held Related Entities or the Bederman Related Entities may, from time to time and at any time, acquire additional Shares and/or other equity, debt or other securities or instruments (collectively, "Securities") of LifeSpeak in the open market or otherwise, and Held, Bederman, the Held Related Entities or the Bederman Related Entities reserve the right to dispose of any or all of its Securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the Securities, the whole depending on market conditions, the business and prospects of LifeSpeak and other relevant factors.

Held has beneficial ownership of, for the purposes of securities laws, and/or control or direction over, Shares representing 20.65% of the currently issued and outstanding Shares.

Bederman has beneficial ownership of, for the purposes of securities laws, and/or control or direction over, Shares representing 11.19% of the currently issued and outstanding Shares.

The head office address of LifeSpeak is 49 Wellington Street East, Suite 301, Toronto, Ontario M5E 1C9.

For further information please refer to the Early Warning Reports to be posted on LifeSpeak's SEDAR+ profile at www.sedarplus.com or which may be obtained by contacting Held or Bederman at 416-687-6695.