Calgary, Alberta--(Newsfile Corp. - April 14, 2026) - Comprehensive Healthcare Systems Inc. (TSXV: CHS) (OTCQB: CMHSF) (the "Company" or "CHS"), an industry leader in healthcare benefits administration software and services, is pleased to announce that it has closed the second tranche of its non-brokered private placement (the "Offering") announced on January 8, 2026, and updated January 26, February 12 and March 13, 2026, issuing an aggregate of 4,038,462 units ("Units") at $0.52 per Unit for aggregate gross proceeds of $2,100,000.
Each Unit was comprised of one common share of the Company ("Shares") and one-half of a warrant, with a whole warrant ("Warrants") being exercisable to purchase one common share of the Company at an exercise price of $1.00 for a period of three years after closing. In connection with the second tranche, the Company paid aggregate finder fees of $32,217.62 in cash and issued an aggregate of 61,957 finder warrants exercisable to purchase one common share of the Company at an exercise price of $0.52 for a period of three years after closing. All securities issued are subject to a hold period until August 14, 2026.
Insiders of the Company purchased 2,832,208 Units ($1,472,748) in the second tranche, representing 70.13% of the Units issued in the second tranche, with the associated common shares representing approximately 9.77% of the issued and outstanding shares upon closing, and assuming the deemed exercise of the associated warrants would then represent approximately 13.97% of the then issued and outstanding shares as of closing. The participation 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(a) (b) and (c), and 5.7(1)(a) and (b), respectively, of MI 61-101 on the basis that neither the fair market value of the subject matter of nor of the consideration for the transaction, insofar as it involves related parties, exceeds 25% of the issuer's market capitalization, and that no securities of the Company are listed or quoted on certain exchanges or markets specified in MI 61-101.
Including the first tranche closing on February 10, 2026 of 7,000,000 Units at a price of $0.50 per Unit for gross proceeds of $3,500,000 (see news release dated February 12, 2026), the Company has issued an aggregate of 11,038,462 Units for aggregate gross proceeds of $5,600,000, and paid aggregate finder fees of $246,417.62 in cash, 428,400 finder warrants exercisable into a common share at a price of $0.50, and 61,957 finder warrants exercisable at $0.52, in each case for a period of three years after their respective closing. The offering remains subject to final Exchange approval.
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.
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.
FORWARD-LOOKING INFORMATION CAUTION:
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 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 competition and 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.
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