Calgary, Alberta--(Newsfile Corp. - April 2, 2025) - Comprehensive Healthcare Systems Inc. (TSXV: CHS) (the "Company") announces that, further to its news release dated January 23, 2025, it will consolidate (the "Consolidation") its common shares on the basis of twenty (20) pre-consolidation shares for one (1) post-consolidation share and will complete the previously announced shares for debt transaction (the "SFD") to settle an approximately $832,042 in liabilities through the issue of 5,546,946 post-consolidation common shares at a price of $0.15 per post-consolidation share.
The Company currently has 248,023,502 common shares outstanding and expects to have, subject to rounding adjustment, approximately 12,401,175 common shares outstanding following the Consolidation, and approximately 17,948,121 common shares outstanding following completion of the SFD. The Company does not intend to change its name or trading symbol in conjunction with the Consolidation.
Completion of the Consolidation and the SFD remains subject to the approval of the TSX Venture Exchange.
To the extent that insider participation in the SFD is a "related party transaction" under the policies of the TSX Venture Exchange and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the Company is relying upon the exemptions from the formal valuation and minority shareholder approval requirements contained in sections 5.5(a), (b) and (g), and 5.7(1)(a) and (e), respectively, of MI 61-101 on the basis that neither the fair market value of the subject matter of nor the consideration for the transaction, insofar as it involves interested parties, exceeds 25% of the issuer's market capitalization; no securities of the company are listed or quoted on a certain exchanges or markets specified in MI 61-101; and the company is in serious financial difficulty and the transaction is designed to improve the financial position of the company.
The Company also announces that, effective April 2nd, 2025, Mr. Siddhartha Gautam Mohanty has resigned from his position as the Chief Financial Officer and from the board of directors of the Company.
The Company is pleased to announce the appointment of Mr. Indranil Chowdhury as the Chief Financial Officer, effective immediately. Mr. Chowdhury is a is a Chartered Accountant with more than 35 years of experience in the field of finance, legal, business control, business acquisition, integration and divestment, compliance management, enterprise risk management, and IT and management consulting. His work experience includes working for companies such as Volvo Group and Ingram Micro India and Price Waterhouse Cooper (PwC), both in India and in the USA.
About Comprehensive Healthcare Systems Inc.
Comprehensive Healthcare Systems Inc. is a corporation incorporated under the laws of the Province of Alberta and is the parent company of Comprehensive Healthcare Systems Inc. (Delaware). The Company is a vertically integrated software as a services (SaaS) company focused on digitizing healthcare with Healthcare Benefits Administration solutions, providing reliable and high-volume transaction-capable systems. The Company's state-of-the-art Novus 360 Healthcare Welfare and Benefits Administration(HWBA) SaaS platform is used by clients for all aspects of healthcare benefits administration (including self-funded employers, providers, and labor unions), providing healthcare administrative software and technology-enabled services.
FORWARD-LOOKING INFORMATION:
The press release contains "forward-looking statements within the meaning of applicable securities laws. Forward-looking statements can be identified by words such as: "anticipate", "intend", "plan", "budget", "believe", "project", "estimate", "expect", "scheduled", "forecast", "strategy", "future", "likely", "may", "to be", "could", "would", "should", "will" and similar references to future periods or the negative or comparable terminology, as well as terms usually used in the future and conditional. These forward-looking statements are based on assumptions as of the date they are provided. However, there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
Additionally, there are known and unknown risk factors that could cause the Company's actual results and financial conditions to differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important risk factors that could cause actual results and financial conditions to differ materially from those indicated in the forward-looking statements, include among others: general economic, market and business conditions in Canada and globally; market volatility; unforeseen delays in timelines for any of the transactions or events described in this press release; and the risk of regulatory changes that may impact the business of the Company. All forward-looking information is qualified in its entirety by this cautionary statement, and the Company disclaims any obligation to revise or update any such forward-looking statement or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events, or developments, except as required by law.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information: COMPREHENSIVE HEALTHCARE SYSTEMS INC. Chris Cosgrove, Chief Executive Officer E-mail: chris.cosgrove@comphealthcare.com
