Calgary, Alberta--(Newsfile Corp. - March 7, 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 second (final) tranche of a fully subscribed non-brokered private placement (the "Offering") of $0.01 common shares announced on December 23, 2024, issuing 63,700,000 common shares for aggregate gross proceeds of $637,000. No finder fees were paid in the second tranche, and the issued securities are subject to a hold period until July 8, 2025.
In total, the fully subscribed Offering resulted in the issue of 124,000,000 common shares for gross proceeds of $1,240,000. Nameh Hotels and Resorts Private Limited ("Nameh"), an insider of the Company, purchased 26,370,000 shares in the second tranche, representing 41.4% of the shares issued in the second tranche and 10.63% of the issued and outstanding shares following closing. Upon closing, Nameh held an aggregate of 63,129,965 shares (including 19,300,000 shares acquired in the first tranche of the Offering - see news release dated February 28, 2025), representing 25.45% of the issued and outstanding shares following closing. Disinterested shareholder approval for the creation of a Control Person was obtained at the Company's meeting of shareholders adjourned to and reconvened on February 25, 2025.
The participation in the Offering 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 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.
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
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/243821
SOURCE: Comprehensive Healthcare Systems Inc.
