Calgary, Alberta--(Newsfile Corp. - February 28, 2025) - Comprehensive Healthcare Systems Inc. (TSXV: CHS) (the "Company" or "CHS"), an industry leader in healthcare benefits administration software and services, is pleased to announce that it has closed the first tranche of its non-brokered private placement (the "Offering") of $0.01 common shares announced on December 23, 2024, issuing an aggregate of 60,300,000 common shares for aggregate gross proceeds of $603,000. No finder fees were paid in the first tranche, and the issued securities are subject to a hold period until June 28, 2025.
Nameh Hotels and Resorts Private Limited ("Nameh"), an insider of the Company, purchased 19,300,000 shares, representing 32.0% of the shares issued in the first tranche and 10.5% of the issued and outstanding shares following closing. Upon closing, Nameh held an aggregate of 36,759,965 shares, representing 19.99% of the issued and outstanding shares following closing.
The participation by insiders constitutes a "related party transaction" under the policies of the TSXV 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(b), (c) and (g), and 5.7(1)(b) and (e), respectively, of MI 61-101 on the basis that no securities of the Company are listed or quoted on a certain exchanges or markets specified in MI 61-101, that the transaction is a distribution of securities for cash consideration and neither the Company nor, to the knowledge of the Company after reasonable inquiry, Nameh, has knowledge of any material information concerning the Company or its securities that has not been generally disclosed, and that the Company is in serious financial difficulty and the transaction is designed to improve the financial position of the Company.
The Company further announces that, at the Company's adjourned Annual and Special General Meeting, all matters proposed by the Company were approved, including without limitation, an ordinary resolution of disinterested shareholders to approve the revision and re-adoption of the Company's existing equity incentive compensation plan as a "fixed 20%" plan, subject to the approval of the TSX Venture Exchange, a special resolution to consolidate the Company's common shares on the basis of up to 20:1 or such lesser ratio as the Board may deem advisable, and an ordinary resolution of disinterested shareholder approving the creation of a Control Person, namely Nameh and its affiliates and associates. With receipt of this approval, Nameh may increase its shareholding in the Company beyond 20%, through participation in subsequent tranches of the Offering, participation in the shares for debt settlement announced January 23, 2025, or otherwise.
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
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