Comprehensive Healthcare Systems Inc. (formerly Greenstone Capital Corp.) Announces Completion of Qualifying Transaction

CALGARY, AB, Sept. 30, 2021 /CNW/ – Comprehensive Healthcare Systems Inc. (formerly, Greenstone Capital Corp.) (TSXV: CHS) (the “Company” or the “Resulting Issuer“) is pleased to announce the closing of its previously announced qualifying transaction (the “Qualifying Transaction“) resulting in the reverse takeover of the Company by Comprehensive Healthcare Systems Inc. (“CHS“), a private company incorporated under the laws of Delaware.

The parties to the Qualifying Transaction will make their final submission to the TSX Venture Exchange (the “Exchange“) in connection with the Exchange’s issuance of its listing bulletin.

It is anticipated that the Resulting Issuer Shares will commence trading on the Exchange under the ticker symbol “CHS” on or about October 8, 2021.

The Transaction

Effective September 29, 2021, as a condition to the completion of the Qualifying Transaction, Greenstone changed its name to “Comprehensive Healthcare Systems Inc.” and consolidated its share capital (the “Consolidation“) on the basis of 3.5322575 (old) common shares for 1 (new) common share. Immediately following the Consolidation, Greenstone Capital Corp. had an aggregate of 2,066,667 common shares outstanding. In addition, on September 29, 2021, CHS completed a stock split of one pre-split common share of CHS for 2,178.2738 post-split common shares of CHS.

Pursuant to the terms of the Qualifying Transaction, CHS completed a statutory triangular merger (the “Merger“) under the General Corporation Law (Delaware) with Greenstone Capital USA Inc. and all of the issued and outstanding securities of CHS were exchanged for securities (the “Securities Exchange“) of the Resulting Issuer on a one-to-one basis, pursuant to the terms and conditions of a second amended and restated merger agreement dated September 27, 2021 (the “Merger Agreement“), a copy of which is available under the Company’s profile on SEDAR at www.sedar.com.

Further to Greenstone Capital Corp.’s news release dated May 10, 2021, concurrent with the completion of the Qualifying Transaction, CHS raised aggregate gross proceeds in the amount of approximately $4,489,627.05 through the issuance of an aggregate of 9,976,949 subscription receipts of CHS (“Subscription Receipts“). Concurrent with the closing of the Qualifying Transaction, the Subscription Receipts were converted into 9,976,949 common shares of Resulting Issuer Shares (“Resulting Issuer Shares“) and approximately 4,988,467 common share purchase warrants of the Resulting Issuer pursuant to the terms of a subscription receipt agreement between the Company, Richardson Wealth Limited, and TSX Trust Company Canada dated April 8, 2021 (the “SR Agreement“). In addition, the escrowed proceeds were also released in accordance with the provisions of the SR Agreement.

Following the completion of the Securities Exchange and the conversion of the Subscription Receipts, the Resulting Issuer will have approximately 68,303,955 Resulting Issuer Shares outstanding comprised of the following:

  • 41,333,333 Resulting Issuer Shares issued to existing holders of common and preferred shares of CHS;
  • 14,060,939 Resulting Issuer Shares issued upon the conversion of the convertible debentures of CHS;
  • 9,976,949 Resulting Issuer Shares issued to holders of the Subscription Receipts;
  • 2,066,667 Resulting Issuer Shares currently held by the former shareholders of Greenstone Capital Corp.; and
  • 866,067 Resulting Issuer Shares issued to certain finders in connection with the completion of the Qualifying Transaction.

Further details regarding the Qualifying Transaction can be found in the filing statement of the Resulting Issuer dated September 28, 2021 (the “Filing Statement“), a copy of which is available under the Company’s profile on SEDAR at www.sedar.com.

Escrowed Shares

On completion of the Qualifying Transaction, certain Principals (as defined policies of the Exchange) of the Resulting Issuer holding an aggregate of 33,196,406 Resulting Issuer Shares are subject to escrow in accordance with Policy 5.4 – Escrow, Vendor Consideration and Resale Restrictions of the Exchange (“Policy 5.4“), to be released in accordance with the following schedule:

           Release DatesPercentage of Total Escrowed Securities to be ReleasedTotal Number of Escrowed Securities to be Released
Date of Final Exchange Bulletin5%1,659,820
6 months from Final Exchange Bulletin5%1,659,820
12 months from Final Exchange Bulletin10%3,319,640
18 months from Final Exchange Bulletin10%3,319,640
24 months from Final Exchange Bulletin15%4,979,460
30 months from Final Exchange Bulletin15%4,979,460
36 months from Final Exchange Bulletin40%13,278,566
TOTAL100%33,196,406

In addition, certain former shareholders of the Company entered into a CPC Escrow Agreement (the “CPC Escrow Agreement“) with the Exchange and TSX Trust Company, as escrow agent, in respect of 641,231 Resulting Issuer Shares. Under the terms of the CPC Escrow Agreement, 25% of the escrowed shares will be released at the time of the Final Exchange Bulletin, with an additional 25% released on each 6 month anniversary thereafter. TSX Trust Company acts as escrow agent in respect of the CPC Escrow Agreement.

In addition, on completion of the Qualifying Transaction, certain former shareholders of CHS holding an aggregate of 8,105,801 Resulting Issuer Shares are subject to seed share resale restrictions (“SSRR“) pursuant to section 10 of Policy 5.4 and have entered into Value Security Escrow Agreement (as such term is defined under the policies of the Exchange) with TSX Trust Company.

On completion of the Qualifying Transaction, certain former shareholders of CHS holding an aggregate of 30,968,136 Resulting Issuer Shares are subject to a contractual lock up period of one year from the date of completion of the Qualifying Transaction. Where securities held by shareholders subject to the contractual lock up period are also subject to escrow in accordance with Exchange policies and applicable securities laws, the more restrictive escrow/lock-up regime shall govern.

Board of Directors and Executive Management

Following the completion of the Qualifying Transaction, the following individuals comprise the directors and officers of the Company:

·         Dr. Hassan MohaideenChief Executive Officer, Chairman, Director
·         Alex McAulayChief Financial Officer
·         Mariam CatherChief Strategy Officer, Corporate Secretary, Director
·         Amit DuttaDirector
·         Vikas RanjanDirector
·         Dr. Fiona GuptaDirector
·         Mo FazilDirector

Auditors

Concurrent with the closing of the Qualifying Transaction, Dale Matheson Carr-Hilton LaBonte LLP, has been appointed auditors of the Company.

Additional Information for Shareholders

The Company’s transfer agent, TSX Trust Company, will be mailing Direct Registration System statements to all former securityholders of CHS (other than for those that are required to be in certificated form) setting out each holder’s shareholdings. The CUSIP number for Resulting Issuer Shares is 204663108.

Former holders of pre-Consolidation common shares of Greenstone will be receiving by mail, from TSX Trust Company, a letter of transmittal with instructions on how to remit their former common shares of Greenstone Capital Corp. for Resulting Issuer Shares.

For further information, please refer to the Filing Statement posted to the Company’s issuer profile on SEDAR at www.sedar.com, as well as the press releases dated December 9, 2020, February 24, 2021, and May 10, 2021.

About Comprehensive Healthcare Systems Inc.

Comprehensive Healthcare Systems Inc. is a corporation incorporated under the laws of the state of 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 NPS Novus Healthcare Welfare and Benefits Administration (HWBA) SaaS platform is used by clients for all aspects of healthcare benefit administration (including insurance companies, hospitals, doctors and labor unions, through various corporation in which the majority shareholder has controlling ownership), providing healthcare administrative software, licensing and maintenance services.

Disclaimer

Investors are cautioned that, except as disclosed in the Filing Statement prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this news release.

Neither the Exchange nor its Regulation Service Provider (as defined policies of the Exchange) accepts responsibility for the adequacy or accuracy of this press release.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. Any securities referred to herein have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to a U.S. Person absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.

Forward-Looking Statements

This press release may contain certain forward-looking information and statements (“forward-looking information”) within the meaning of applicable Canadian securities legislation, that are not based on historical fact, including without limitation statements containing the words “believes”, “anticipates”, “plans”, “intends”, “will”, “should”, “expects”, “continue”, “estimate”, “forecasts”  and other similar expressions. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements. The Company undertakes no obligation to comment analyses, expectations or statements made by third-parties in respect of the Company, its securities, or financial or operating results (as applicable). Although the Company believes that the expectations reflected in forward-looking information in this press release are reasonable, such forward-looking information has been based on expectations, factors and assumptions concerning future events which may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond the Company’s control, including the risk factors discussed in the Filing Statement which are incorporated herein by reference and are available through SEDAR at www.sedar.com. The forward-looking information contained in this press release are expressly qualified by this cautionary statement and are made as of the date hereof. The Company disclaims any intention and has no obligation or responsibility, except as required by law, to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

Share numbers noted in this press release may not match the numbers disclosed in the Filing Statement due to rounding pursuant to the process of completing the Consolidation and the exchange of CHS securities for post-Consolidation common shares.

SOURCE Comprehensive Healthcare Systems Inc.

For further information: COMPREHENSIVE HEALTHCARE SYSTEMS INC. : Mariam Cather, Chief Strategy Officer and Director, E-mail: mariam@2hps.com, Phone: 732-362-2000