Kelowna, British Columbia--(Newsfile Corp. - December 9, 2025) - Custom Health Inc. ("Custom Health" or the "Company"), a vertically integrated, tech-enabled care platform, is pleased to announce that Custom FundCo Inc. ("FundCo") has completed the first closing (the "First Closing") of its previously announced brokered private placement financing of subscription receipts (the "Offering") being conducted in connection with the Company's proposed business combination (the "Transaction") with Queue Ventures Ltd. ("Queue").
Subject to the escrow release conditions set out in the subscription receipt agreement governing the Subscription Receipts (as defined below) being satisfied on or before the applicable deadline, net proceeds from the First Closing are planned to be used to accelerate Custom Health's mission to scale its innovative, technology-enabled healthcare model across North America.
Pursuant to the First Closing, FundCo issued an aggregate of 1,200,000 subscription receipts of FundCo ("Subscription Receipts") at a price per Subscription Receipt of US$8.00 for aggregate gross proceeds of US$9,600,000. Stifel Nicolaus Canada Inc. ("Stifel") and Bloom Burton Securities Inc. (collectively, the "Agents") acted as co-lead agents and joint bookrunners for FundCo in connection with the Offering, which was conducted pursuant to an agency agreement dated December 3, 2025 among Queue, FundCo, Custom Health, and the Agents.
Shane Bishop, Chief Executive Officer of Custom Health, commented, "Completing the first closing of this financing represents another important milestone as we advance towards becoming a publicly traded company. The support we are receiving from investors reflects growing recognition of the value our technology-enabled care model delivers to patients, providers, and payers. With this capital, we plan to accelerate our expansion across North America and continue building a scalable platform that improves health outcomes."
Scott Nirenberski, Chief Financial Officer of Custom Health, commented, "While the proceeds are currently held in escrow, the successful closing of the first tranche strengthens our balance sheet for when we are a publicly listed company and provides the Company with capital needed to support our next phase of operational growth. We are building Custom Health with a disciplined financial approach, ensuring that each dollar invested directly advances our strategic priorities."
Further details on the proposed business combination and the Offering can be found in Queue Ventures' press release dated December 5, 2025, available at: https://www.accessnewswire.com/newsroom/en/healthcare-and-pharmaceutical/queue-ventures-announces-closing-of-brokered-private-placement-of-sub-1115231
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. It is a condition to the closing of the Transaction that the resulting issuer be accepted for listing on the Toronto Stock Exchange ("TSX").
About Custom Health
Custom Health is a vertically integrated, tech-enabled healthcare platform combining pharmacy, technology, and remote clinical care to help patients take their medication as prescribed and ensure therapy is working as intended. Powered by the proprietary AdhereNet platform, Custom Health operates pharmacies across Canada and the U.S., using automation and data integration to package, verify, and deliver medications accurately while generating real-time health data that drives remote patient monitoring and proactive clinical interventions. To learn more, visit customhealth.com.
For further information:
Scott Nirenberski
Chief Financial Officer
905-960-6717
scott.nirenberski@customhealth.com
Pardeep Sangha
Investor Relations
604-572-6392
pardeep@angadcapital.com
Queue and Custom Health plan to issue additional press releases providing further details in respect of the Transaction, the Offering and other material information as it becomes available.
This press release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.
Completion of the Transaction is subject to a number of conditions. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or other disclosure document to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.
No stock exchange or regulatory authority has passed upon the merits of the Offering or the Transaction or approved or disapproved of the contents of this news release.
All information contained in this news release with respect to Custom FundCo and Queue was supplied by Queue, and Custom Health and its directors and officers have relied on Queue for such information.
Cautionary Note Regarding Forward-Looking Information
This press release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of Queue and Custom Health with respect to the Transaction. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding: expectations regarding whether the Transaction will be consummated, whether the Subscription Receipts will be converted prior to the escrow deadline including whether the conditions thereto will be satisfied, , whether additional closings in respect of the Offering will occur, whether conditions to the consummation of the Transaction will be satisfied, the timing and terms for completing the Transaction, the Company's expansion plans, the proposed use of the proceeds of the Offering and expectations for the effects of the Transaction or the ability of the issuer resulting from the Transaction to successfully achieve business objectives.
Investors are cautioned that forward-looking information is not based on historical facts but instead reflect Custom Health's management estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although Custom Health believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. The reader should not place undue reliance on these forward-looking statements, as there can be no assurances that the plans, initiatives or expectations upon which they are based will occur. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Transaction; investor demand for the Offering; the ability of Custom Health and Queue to satisfy all of the conditions necessary to convert the Subscription Receipts; the ability of Custom Health to meet its obligations under its material agreements; the ability to obtain requisite regulatory, shareholder, court and other approvals and the satisfaction of other conditions to the consummation of the Transaction, the Offering and the conversion of the Subscription Receipts on the proposed terms and schedule; the potential impact of the consummation of the Offering and the Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; and the diversion of management time on the Transaction and the Offering. This forward-looking information may be affected by risks and uncertainties in the business of Queue and Custom Health and market conditions.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward- looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Custom Health has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. Custom Health does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
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SOURCE: Custom Health