CHS Comprehensive Healthcare Systems Inc

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

CALGARY, AB, Nov. 29, 2022 /CNW/ - Comprehensive Healthcare Systems Inc. (TSXV: CHS) (the "Company" or "CHS") is pleased to announce that it has closed the second tranche (the "Second Tranche") of its non-brokered private placement (the "Private Placement") as previously announced on October 17, 2022 and October 31, 2022. Under the Second Tranche, the Company issued 14,420,000 units of the company (the "Units") at a price of $0.05 per Unit for gross proceeds of $721,000. Together with the first tranche of the Private Placement, which closed on October 31, 2022, the Company has issued a total of 29,400,000 Units, for aggregate gross proceeds of $1,470,000, under the Private Placement.

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 Second Tranche, 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 $17,465. Additionally, the Finders were issued an aggregate of 349,300 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 securities issued under the Private Placement were offered by way of private placement in such provinces and/or territories of Canada, as determined by the Company, 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 four months and one day from the date of the applicable closing of the Private Placement.

Certain directors and officers of the Company (the "Insiders"), participated in the Private Placement, thereby making the Private Placement a "related party transaction" as defined under Multilateral Instrument 61-101 ̶ Protection of Minority Security Holders in Special Transactions ("MI 61-101"). In aggregate, the Insiders purchased 260,000 Units. The Private Placement is exempt from the need to obtain minority shareholder and a formal valuation as required by MI 61-101 as neither the fair market value of any Shares issued to insiders nor the consideration paid by insiders of the Company exceeded 25% of the Company's market capitalization. No new insiders were created, nor did any change of control result from the Private Placement.

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, and 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 releases 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.

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. An example of a forward-looking statement in this news release include 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.