COMPREHENSIVE HEALTHCARE SYSTEMS ANNOUNCES NON-BROKERED PRIVATE PLACEMENT

COMPREHENSIVE HEALTHCARE SYSTEMS ANNOUNCES NON-BROKERED PRIVATE PLACEMENT

/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED

/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

CALGARY, AB, Jan. 12, 2023 /CNW/ – Complete Healthcare Methods Inc. (TSXV: CHS) (the “Firm” or “CHS“) is happy to announce a non-brokered non-public placement (the “Non-public Placement“) of 20,000,000 items of the Firm (the “Models“) at $0.05 per Unit for gross proceeds of as much as $1 million. In its discretion, the Firm could, within the context of the market, improve the scale of the Non-public Placement in accordance with insurance policies of the TSX Enterprise Trade (the “TSXV“).

The Firm reserved the value for the Non-public Placement by submitting a value reservation type with the TSXV on December 15, 2022. The Non-public Placement is anticipated to shut on or round January 30, 2023, topic to adjustment on the discretion of the Firm and in accordance with the insurance policies of the TSXV.

Every Unit will consist of 1 widespread share within the capital of CHS (a “Share“) and a transferable warrant (a “Warrant“). Every Warrant shall be exercisable for a interval of 24 months from the date of subject of the Warrant (the “Train Interval“). Every Warrant will entitle the holder to buy one Share (a “Warrant Share“) at a value of $0.10 per Warrant Share for the primary 12 months of the Train Interval and at a value of $0.15 per Warrant Share between 12 and 24 months of the Train Interval.

The Firm can pay eligible arm’s size events (every a “Finder“) a money charge equal to 7% of the mixture worth of the Models bought pursuant to the Non-public Placement in respect of subscriptions referred to the Firm or immediately sourced by the Finder and issued on closing (the “Finder’s Price“). The Firm may also subject to every Finder that variety of warrants, expiring twenty-four months from the date of issuance, to buy that variety of extra Warrant Shares equal to 7% of the variety of subscriptions of Models referred to or immediately sourced by the Finder to the Firm (the “Finder Warrants“) in reference to the Non-public Placement. Every Finder Warrant will entitle the holder thereof to subscribe for one Warrant Share at a value of $0.10 per Warrant Share for the primary 12 months of the Train Interval and at a value of $0.15 per Warrant Share between 12 and 24 months of the Train Interval.

The Firm could full the Non-public Placement by way of the closing of a number of tranches. Closing of the Non-public Placement is topic to plenty of circumstances, together with, with out limitation, approval of the TSXV and receipt of all needed company and regulatory approvals.

The securities issued below the Non-public Placement are provided by the use of non-public placement in such provinces and/or territories of Canada as could also be decided by the Firm and to sure subscribers in the USA and out of doors the USA, in every case pursuant to relevant exemptions from the prospectus necessities below relevant securities legal guidelines. All securities issued below the Non-public Placement shall be topic to a maintain interval which is able to expire 4 months and someday from the date of the relevant closing of the Non-public Placement.

Sure insiders of the Firm (the “Insiders“) intend to take part within the Non-public Placement and their holdings of securities of the Firm will improve in consequence. The Firm will depend on the exemptions from the valuation and minority shareholder approval necessities of Multilateral Instrument 61-101 – Safety of Minority Share Holders in Particular Transactions (“MI 61-101“) contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101 in respect of such insider participation. Whereas not recognized at the moment, pursuant to the insurance policies of the TSXV, if proceeds obtained by means of subscriptions by Insiders exceed 25% of the entire proceeds subscribed for pursuant to the Non-public Placement (the “25% Threshold“), the Insiders can pay a subscription value of $0.07125 per Unit – being the Discounted Market Worth (as such time period is outlined below the insurance policies of the TSXV) of the Shares as of January 12, 2023 – that exceeds the 25% Threshold. For avoidance of doubt, every Unit subscribed for in relation to exceeding the 25% Threshold shall be comprised of 1 Share and one Warrant consisting of the phrases enumerated above.

The online proceeds of the Non-public Placement shall be used for basic company and dealing capital functions and may additionally be used to fund the acquisition value for the acquisition of Skilled Profit Directors West, LLC, an Oklahoma restricted legal responsibility firm d/b/a Benveo (the “Benveo Acquisition”). For additional particulars on the Benveo Acquisition, please consult with the Firm’s press releases dated September 22, 2022.

About Complete Healthcare Methods Inc.

Complete Healthcare Methods Inc. is a company included below the legal guidelines of the Province of Alberta and is the dad or mum firm of Complete Healthcare Methods Inc. (Delaware). The Firm is a vertically built-in software program as a companies (SaaS) firm centered on digitizing healthcare with Telehealth and Healthcare Advantages Administration options, offering dependable and high-volume transaction succesful techniques. The Firm’s state-of-the-art Novus 360 Healthcare Welfare and Advantages Administration (HWBA) SaaS platform is utilized by shoppers for all elements of healthcare advantages administration (together with self-funded employers, hospitals, medical doctors, and labor unions, by means of varied companies wherein the bulk shareholder has controlling possession), offering healthcare administrative software program, licensing and upkeep companies.

FORWARD-LOOKING INFORMATION:

This press launch incorporates “forward-looking statements” inside the that means of relevant securities legal guidelines. Ahead-looking statements could be recognized by phrases reminiscent of: “anticipate,” “intend,” “plan,” “finances,” “imagine,” “mission,” “estimate,” “anticipate,” “scheduled,” “forecast,” “technique,” “future,” “probably,” “could,” “to be,” “might,”, “would,” “ought to,” “will” and comparable references to future durations or the damaging or comparable terminology, in addition to phrases often used sooner or later and the conditional. Examples of forward-looking statements on this information launch embody the: (i) completion of the Non-public Placement; (ii) the cost of the Finder’s Price and issuance of Finder Warrants; (iii) the participation by Insiders within the Non-public Placement; (iv) obtainment of approval from the TSXV; (v) the jurisdictions of the Non-public Placement; (vi) the supposed use of the proceeds of the Non-public Placement; and (vii) the potential for the Firm growing the scale of the Non-public Placement. These forward-looking statements are primarily based on assumptions as of the date they’re offered, together with assumptions that the Non-public Placement will proceed, that Insiders will take part within the Non-public Placement and that each one needed regulatory approval shall be obtained. Nevertheless, there could be no assurance that such assumptions will mirror the precise final result of such gadgets or components.

Moreover, there are recognized and unknown threat components that might trigger the Firm’s precise outcomes and monetary circumstances to vary materially from these indicated within the forward-looking statements. Due to this fact, you shouldn’t depend on any of those forward-looking statements. Essential threat components that might trigger precise outcomes and monetary circumstances to vary materially from these indicated within the forward-looking statements embody, amongst others: that Insiders don’t take part within the Non-public Placement; that regulatory approval, together with that of the TSXV, just isn’t obtained; that the closing circumstances for completion of the Non-public Placement usually are not glad; basic financial, market and enterprise circumstances in Canada and globally; market volatility; unexpected delays within the timelines for any of the transactions or occasions described on this press launch; and the danger of regulatory adjustments that will influence the enterprise of the Firm. All forward-looking info is certified in its entirety by this cautionary assertion, and the Firm disclaims any obligation to revise or replace any such forward-looking assertion or to publicly announce the results of any revisions to any of the forward-looking info contained herein to mirror future outcomes, occasions or developments, besides as required by legislation.

Neither the TSX Enterprise Trade nor its Regulation Service Supplier (as that time period is outlined within the insurance policies of the TSX Enterprise Trade) accepts accountability for the adequacy or accuracy of this launch.

SOURCE Complete Healthcare Methods Inc.

COMPREHENSIVE HEALTHCARE SYSTEMS ANNOUNCES NON-BROKERED PRIVATE PLACEMENT

For additional info: COMPREHENSIVE HEALTHCARE SYSTEMS INC., Toni Haugh, Chief Advertising Officer, E-mail: [email protected], Cellphone: 914-573-8859