CHS Comprehensive Healthcare Systems Inc

/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES/

CALGARY, AB, Jan. 30, 2023 /CNW/ - Comprehensive Healthcare Systems Inc. (TSXV: CHS) (the "Company" or "CHS") is pleased to announce that it has closed its non-brokered private placement (the "Private Placement") as previously announced on January 12, 2023. Pursuant to the Private Placement, CHS issued 19,719,546 units of the Company (the "Units") for gross proceeds of $1,056,682.85.

The Company reserved a price of $0.05 per Unit for the Private Placement by filing a price reservation form with the TSX Venture Exchange (the "TSXV"). As certain "insiders" (as such term is defined in the policies of the TSXV) (the "Insiders") of the Company subscribed for more than 25% of the total Private Placement, pursuant to the policies of the TSXV, these Insiders acquired any Units exceeding 25% of the total Private Placement at a price of $0.07125 per Unit – such price being the Discounted Market Price (as such term is defined in the policies of the TSXV) of the Shares (as defined below) as of market close on January 12, 2023. In total, Insiders acquired 8,610,730 Units for aggregate consideration of $501,242.05. Non-Insiders acquired 11,108,816 Units for aggregate consideration of $555,440.80.

Each Unit consists of one common share in the capital of CHS (a "Share") and a transferable common share purchase warrant (a "Warrant"). Each Warrant is exercisable for a period of 24 months from the date it was issued (the "Exercise Period"). Each Warrant entitles the holder to purchase one Share (a "Warrant Share") at a price of $0.10 per Warrant Share for the first 12 months of the Exercise Period and at a price of $0.15 per Warrant Share between 12 and 24 months of the Exercise Period.

In connection with the closing of the Private Placement, certain arm's length finders (collectively, the "Finders") received fees equal to 7% of the gross proceeds for certain subscribers that were brought by those Finders for an aggregate total of $17,500. Additionally, the Finders were issued an aggregate of 350,000 warrants expiring twenty-four months from the date of issuance (the "Finder Warrants"). Each Finder Warrant entitles the holder thereof to subscribe for one Warrant Share at a price of $0.10 per Warrant Share for the first 12 months of the Exercise Period and at a price of $0.15 per Warrant Share between 12 and 24 months of the Exercise Period.

The Insiders are each considered a "related party" (as such term is defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101")). The participation by the Insiders constitutes a related party transaction as defined under MI 61-101. In aggregate, Insiders purchased 8,610,730 Units. Such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the Units acquired by the interested party, nor the consideration for the Units paid by such interested party, exceed 25% of the Company's market capitalization. The Company did not file a material change report more than 21 days before the closing of the Private Placement as the participation therein by the Insiders was not settled until shortly prior to the closing of the Private Placement.

The securities issued under the Private Placement were offered by way of private placement in Canada and to certain subscribers in the United States, pursuant to applicable exemptions from the prospectus requirements under applicable securities laws. All securities issued under the Private Placement are subject to a hold period that will expire on May 31, 2023.

The net proceeds of the Private Placement will be used for general corporate and working capital purposes and may also be used to fund the purchase price for the acquisition of Professional Benefit Administrators West, LLC, an Oklahoma limited liability company d/b/a Benveo (the "Benveo Acquisition"). For further details on the Benveo Acquisition, please refer to the Company's press release dated September 22, 2022.

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 Telehealth and 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, hospitals, doctors, and labor unions, through various corporations in which the majority shareholder has controlling ownership), providing healthcare administrative software, licensing and maintenance services.

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. An example of a forward-looking statement in this news release is the intended use of the proceeds of the Private Placement. 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.

SOURCE Comprehensive Healthcare Systems Inc.