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Comprehensive Healthcare Systems Inc. (formerly Greenstone Capital Corp.) Announces Final Exchange Bulletin and Commencement of Trading

·5 min read

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

CALGARY, AB, Oct. 14, 2021 /CNW/ - Comprehensive Healthcare Systems Inc. (TSXV: CHS) (the "Company") is pleased to announce the TSX Venture Exchange (the "TSXV") has published its final exchange bulletin in connection with the Company's previously announced qualifying transaction resulting in the reverse takeover of Greenstone Capital Corp. (previously TSXV: GSGS) by Comprehensive Healthcare Systems Inc. ("CHS Delaware"), a private company incorporated under the laws of Delaware (the "Qualifying Transaction"). For additional information regarding the Qualifying Transaction, see the Company's news release dated September 30, 2021 and the filing statement of the Company dated September 28, 2021 (the "Filing Statement") that is available on the Company's SEDAR profile at www.sedar.com.

Trading in the Company's common shares ("RI Shares") on the TSXV is expected to commence at market open on October 15, 2021.

Early Warning Reports

The transaction that triggered the requirement to file the below enumerated reports was the Qualifying Transaction, as more fully described in the Filing Statement, filed on the Company's SEDAR profile. Each of the individuals below filed an early warning report dated October 14, 2021, on the Company's SEDAR profile.

Nameh Hotels and Resorts Limited

Pursuant to the terms of the Qualifying Transaction, Nameh Hotels and Resorts Limited ("Nameh") with an address for service at 005 Ground Floor, Copia Corporate Suites, Jasola, New Delhi, Delhi 110025, India, acquired 17,459,965 RI Shares on September 29, 2021, in exchange for securities of CHS previously held by Nameh on the same basis as all other prior securityholders of CHS.

As a result of the Qualifying Transaction and in connection with the exchange of CHS securities for securities of the Company, Nameh acquired direct and indirect ownership and control of 17,459,965 RI Shares, representing approximately 25.6% of the issued and outstanding RI Shares on a non-fully diluted basis as of the date of the closing of the Qualifying Transaction. Prior to the Qualifying Transaction, neither Nameh nor any joint actor had ownership or control of any securities of the Company. The RI Shares acquired by Nameh were issued from treasury pursuant to the Qualifying Transaction for deemed consideration per RI Share of $0.45, for an aggregate deemed consideration paid of $7,856,984.25.

Nameh holds the RI Shares for investment purposes and does not have any current intentions to increase or decrease its beneficial ownership or control or direction over any additional securities of the Company. As disclosed in the filing statement of the Company dated September 28, 2021, the RI Shares held by Nameh (the "Escrowed Securities") are subject to the CPC Escrow Agreement. Upon release of the Escrowed Securities from escrow pursuant to the CPC Escrow Agreement, Nameh may, from time to time and depending on market and other conditions, acquire additional RI Shares and/or other equity, debt or other securities or instruments of the Company in the open market or otherwise, and reserve the right to dispose of any or all of the securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the securities, the whole depending on market conditions, the business and prospects of the Company and other relevant factors (in accordance with the terms of the CPC Escrow Agreement).

Dr. Hassan Mohaideen

Pursuant to the terms of the Qualifying Transaction, Dr. Hassan Mohaideen with an address for service at 294 Howard Avenue, Staten Island, New York 10301, USA, acquired 10,570,982 RI Shares on September 29, 2021, in exchange for securities of CHS previously held by Dr. Mohaideen on the same basis as all other prior securityholders of CHS.

As a result of the Qualifying Transaction and in connection with the exchange of CHS securities for securities of the Company, Dr. Mohaideen acquired direct and indirect ownership and control of 10,570,982 RI Shares, representing approximately 15.5% of the issued and outstanding RI Shares on a non-fully diluted basis as of the date of the closing of the Qualifying Transaction. Prior to the Qualifying Transaction, neither Dr. Mohaideen nor any joint actor had ownership or control of any securities of the Company. The RI Shares acquired by Dr. Mohaideen were issued from treasury pursuant to the Qualifying Transaction for deemed consideration per RI Share of $0.45, for an aggregate deemed consideration paid of $4,756,941.90.

Dr. Mohaideen holds the RI Shares for investment purposes and does not have any current intentions to increase or decrease its beneficial ownership or control or direction over any additional securities of the Company. As disclosed in the filing statement of the Company dated September 28, 2021, the RI Shares held by Dr. Mohaideen (the "Escrowed Securities") are subject to the CPC Escrow Agreement. Upon release of the Escrowed Securities from escrow pursuant to the CPC Escrow Agreement, Dr. Mohaideen may, from time to time and depending on market and other conditions, acquire additional RI Shares and/or other equity, debt or other securities or instruments of the Company in the open market or otherwise, and reserve the right to dispose of any or all of the securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the securities, the whole depending on market conditions, the business and prospects of the Company and other relevant factors (in accordance with the terms of the CPC Escrow Agreement).

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 TSXV nor its Regulation Service Provider (as defined policies of the TSXV) 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 exchange of CHS securities for common shares of the Company.

SOURCE Comprehensive Healthcare Systems Inc.

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View original content: http://www.newswire.ca/en/releases/archive/October2021/14/c7269.html

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