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CALGARY, AB, Oct. 31, 2022 /CNW/ - Comprehensive Healthcare
Systems Inc. (TSXV: CHS) (the "Company" or "CHS")
is pleased to announce that it has closed the first tranche of its
non-brokered private placement (the "Private Placement")
announced on October 17, 2022.
Pursuant to the Private Placement, CHS intends to issue up to
30,000,000 units of the company (the "Units") for gross
proceeds of up to $1,500,000. Under
the first tranche, the Company issued 14,980,000 Units at a price
of $0.05 for gross proceeds of
$749,000.
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 First 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
$33,880. Additionally, the
Finders were issued an aggregate of 677,600 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 Company anticipates completing further closings of the
Private Placement as subscriptions are received. Each closing is
subject to a number of conditions, including, without limitation,
approval of the TSXV, and receipt of all necessary corporate and
regulatory approvals.
The securities issued under the Private Placement are offered by
way of private placement in such provinces and/or territories of
Canada, as may be determined by
the Company, pursuant to applicable exemptions from the prospectus
requirements under applicable securities laws. All securities
issued under the Private Placement will be subject to a hold period
that will expire four months and one day from the date of the
applicable closing of 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, 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 releases
dated September 22, 2022.
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 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:
This 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 the
conditional. Examples of forward-looking statements in this news
release include the completion of further tranches of the Private
Placement and 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, including assumptions
that further closings of the Private Placement will proceed and
that all necessary regulatory approval will be obtained. 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: that regulatory approval, including that of the TSXV, is
not obtained; that the closing conditions for completion of the
Private Placement are not satisfied; general economic, market and
business conditions in Canada and
globally; market volatility; unforeseen delays in the 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.