Comprehensive Healthcare closes $3.5M first tranche

Executive Summary

• Comprehensive Healthcare Systems Inc. has closed the first tranche of its non-brokered private placement, raising $3.5 million in gross proceeds.
• The company issued 7 million units at $0.50 per unit, with each unit consisting of one common share and one-half of a warrant.
• Insider participation accounted for 13.5% of the tranche, triggering specific regulatory exemptions under MI 61-101 regarding related party transactions.

Key Details

• Transaction Structure: Non-brokered private placement, first tranche closed.
• Units Issued: 7,000,000 units.
• Price Per Unit: $0.50 CAD.
• Gross Proceeds: $3,500,000 CAD.
• Warrant Terms (Investors): Each unit includes one-half of a warrant. A whole warrant is exercisable to purchase one common share at an exercise price of $1.00. The warrants are exercisable for a period of three years after closing.
• Finder Fees: PowerOne Capital Markets Ltd. acted as finder. The company paid $214,200 in cash finder fees.
• Finder Warrants: The company issued 428,400 finder warrants, exercisable to purchase one common share at an exercise price of $0.50 for a period of three years after closing.
• Hold Period: All securities issued are subject to a hold period until June 11, 2026.
• Insider Participation: An insider purchased 945,000 units, representing 13.5% of the units issued in the first tranche.
• Insider Ownership Impact: The associated common shares represent approximately 3.8% of the issued and outstanding shares upon closing. Assuming the deemed exercise of the associated warrants, this would represent approximately 5.6% of the then issued and outstanding shares.
• Regulatory Exemptions: The transaction is classified as a related party transaction under TSX-V and Multilateral Instrument 61-101. The company relied on exemptions from formal valuation and minority shareholder approval requirements (sections 5.5(a) and (b), and 5.7(1)(a) of MI 61-101) because the fair market value of the consideration involving related parties did not exceed 25% of the issuer's market capitalization.