Vancouver, British Columbia–(Newsfile Corp. – June 22, 2026) – Custom Health Holdings Inc. (TSX: CHLT) (formerly, Queue Ventures Ltd.) (“Custom Health” or the “Company“), further to its press release dated June 5, 2026, is pleased to announce that it has received final approval for listing on the Toronto Stock Exchange (the “TSX“). The common shares of the Company (CUSIP 23204J104 / ISIN CA23204J1049) (“Common Shares“) will commence trading on the TSX under the symbol “CHLT” at market open on June 24, 2026 (the “Listing“).
The Listing follows completion of the Company’s previously announced plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement“) with Custom Health, Inc. (“Custom Delaware“), pursuant to which, among other things, Custom Health has acquired 100% of the issued and outstanding common stock of Custom Delaware.
“Today represents an important milestone in Custom Health’s evolution,” said Shane Bishop, Chief Executive Officer of Custom Health. “Becoming a publicly traded company enhances our ability to pursue our mission of improving patient outcomes through technology-enabled medication management, pharmacy services and remote clinical care. We are excited to begin this next chapter and create long-term value for patients, partners, employees and shareholders.”
The TSX is Canada’s senior equities marketplace and a globally recognized platform for growth-oriented issuers with strong performance track records. The TSX offers a dynamic market for issuers to raise capital, providing benefits such as enhanced liquidity, visibility, analyst coverage and access to specialized indices. As at May 2026, the TSX had 2,238 listed issuers with a combined market capitalization of approximately C$6.9 trillion, spanning key sectors such as technology, healthcare, industrials and clean technology. Custom Health’s listing on the TSX represents a key milestone in the Company’s growth trajectory, strengthening its capital markets presence and supporting long-term strategic objectives.
Pursuant to Section 11.2 of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102“), the Company reports that it is no longer a “venture issuer” (as such term is defined in NI 51-102).
Loans and Credit Facilities
In connection with the completion of the Arrangement, the Company has entered into several financing arrangements (the “Financing Arrangements“), as set out below.
Senior Secured Convertible Notes
On June 3, 2026, the Company amended a senior secured note purchase agreement dated April 22, 2024, as amended, a guaranty dated April 22, 2024 and a security and pledge agreement dated April 22, 2024 (collectively, the “Funicular Transaction Agreements“), entered into between Custom Delaware and Funicular Funds, LP as lead investor and collateral agent. The amendments to the Funicular Transaction Agreements authorize a new series of notes (“Funicular Notes“) in the aggregate principal amount of up to US$20,000,000, which will be convertible at the option of the holders thereof into Common Shares at a conversion price per Common Share to be determined in accordance with the terms and conditions of the Funicular Transaction Agreements. In addition, upon issuance of the Funicular Notes, the Company will issue to each holder thereof warrants to purchase Common Shares (“Funicular Warrants“) as is equal to 50% coverage of the principal amount of the applicable Funicular Note divided by the exercise price of such Funicular Warrants. The exercise price of the Funicular Warrants will be the greater of: (i) 120% of the volume-weighted average trading price (“VWAP“) of the Common Shares on the TSX for the five (5) trading days ending three (3) trading days prior to the conversion of the Funicular Warrants; and (ii) US$8.00.
Promissory Note Financing
The Company, as borrower, entered into a promissory note purchase agreement dated June 4, 2026 (the “Yorkville Note Purchase Agreement“), pursuant to which the Company agreed to issue to certain purchasers (the “Purchasers“) one or more promissory notes in an aggregate principal amount of up to US$15,000,000 on the terms and subject to the conditions set out in the Yorkville Note Purchase Agreement. On June 4, 2026, the Company issued a promissory note in an aggregate principal amount of US$3,000,000 (the “First Tranche Note“) to YA II PN, Ltd. as initial lender (the “Initial Lender“), with additional notes issuable upon mutual agreement between the Company and the Initial Lender. In connection with the First Tranche Note, the Company will issue to the Initial Lender warrants (the “Yorkville Warrants“) on the fifth trading day following the Listing. The Yorkville Warrants will entitle the holder thereof to acquire such number of Common Shares as is equal to 100% coverage of the First Tranche Note. The Yorkville Warrants will bear an exercise price per Common Share equal to the greater of: (a) 120% of the VWAP of the Common Shares for the five (5) consecutive trading days immediately following the Listing; and (b) US$8.00, converted into Canadian dollars at the Bank of Canada rate of exchange on the applicable trading date. In connection with the Yorkville Note Purchase Agreement, the Company has entered into a right of first refusal agreement with Yorkville Securities, LLC (“Yorkville“), an affiliate of the Initial Lender, pursuant to which Yorkville has been granted certain participation rights to act as co-placement agent or underwriter in connection with future equity or equity-linked financings of the Company, in each case on the terms and subject to the conditions set out in the Yorkville Note Purchase Agreement.
Unsecured Credit Facility
The Company entered into a convertible promissory note purchase agreement dated June 4, 2026, with 102114598 Saskatchewan Ltd. as lender, pursuant to which the Company may issue unsecured convertible promissory notes (the “102 Saskatchewan Notes“) in an aggregate principal amount of up to US$15,000,000, which may be drawn down by the Company from time to time by way of one or more advances, subject to a minimum amount of US$100,000 per advance and a 12-month availability period following the Listing. The 102 Saskatchewan Notes will bear an interest rate of 12% per annum, have a maturity of 18 months following the Listing and are convertible into Common Shares at the VWAP of the Common Shares for the five (5) consecutive trading days immediately prior to such conversion, subject to customary limitations, including a 9.99% beneficial ownership cap.
Secured Credit Facility
The Company, as a parent guarantor of its borrowing subsidiary, Pack4U Saskatchewan Ltd. (the “Borrower“), entered into a credit agreement dated June 5, 2026 with Fair Capital Partners Inc. (“FairCap“) as administrative agent (the “FairCap Credit Agreement“) to establish certain facilities (the “Credit Facilities“) in favour of the Borrower. The Credit Facilities mature on June 5, 2029, as may be amended from time to time and comprise of a senior secured credit facility in an aggregate principal amount of C$7,000,000 (the “Term Facility“) and a revolving credit facility in an aggregate principal amount of C$3,000,000 (the “Revolving Facility“). The Term Facility is non-revolving and intended to be used primarily for acquisition financing, while the Revolving Facility is intended for general corporate and working capital purposes. In connection with the FairCap Credit Agreement, the Company has agreed to issue to FairCap 27,174 warrants to purchase Common Shares (the “FairCap Warrants“), with each FairCap Warrant bearing an exercise price of US$8.00, exercisable at any time prior to June 5, 2033. In connection with the Credit Facilities, the Company has entered into a guarantee in favour of FairCap.
About Custom Delaware
Custom Delaware is an AI-enabled healthcare technology company that operates an infrastructure platform designed to ensure medication therapy works as intended. Custom Delaware provides continuous visibility into a patient’s therapy by deploying and operating in-home technology, pharmacy and pharmacist-led clinical services to capture real-world data and deliver ongoing clinical oversight and action. Powered by the proprietary AdhereNet® platform, Custom Delaware operates an integrated pharmacy network across Canada and the U.S. as part of its broader infrastructure, enabling medication delivery, continuous monitoring, and earlier clinical intervention to improve outcomes. To learn more, please visit www.customhealth.com.
About Custom Health
Custom Health (formerly, Queue Ventures Ltd.) was formed under the Business Corporations Act (British Columbia) on October 29, 2021 and was an unlisted reporting issuer in each of British Columbia and Alberta. Prior to the closing of the Arrangement, Custom Health had no commercial operations and no assets other than cash.
Further information concerning the Company, Custom Delaware and the Arrangement can be found in the Company’s management information circular dated March 30, 2026 (the “Circular“), which is available for review under the Company’s SEDAR+ profile at www.sedarplus.ca.
No stock exchange or regulatory authority has either approved or disapproved the contents of this press release. 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.
Cautionary Note Regarding Forward-Looking Information
This press release contains statements which constitute “forward-looking information” within the meaning of applicable securities laws. Forward-looking information is often, but not always identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions. Such forward-looking information specifically include, but are not limited to, statements that relate to the listing of Common Shares on the TSX and the expected commencement of trading thereof. All statements other than statements of historical fact may be construed as forward-looking information.
Investors are cautioned that forward-looking information is not based on historical facts but instead reflect the Company’s 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 the Company 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 Company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information include but are not limited to: the potential impact of the Listing 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 towards the Listing. For greater certainty, forward-looking statements in this press release reflect material expectations and assumptions, including, without limitation, expectations and assumptions relating to: the Company’s ability to maintain the listing of its Common Shares on the TSX and to satisfy applicable exchange requirements; the Company’s ability to obtain financing on acceptable terms or at all, including its ability to access the full amount of proceeds available under the Financing Arrangements; the future price of the Common Shares; the stability of the financial and capital markets; and the continued performance and development of Custom Delaware’s business. This forward-looking information may be affected by risks and uncertainties in the business of the Company and market conditions as identified under the caption “Risk Factors” in the Circular.
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 the Company 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. The Company 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 Holdings Inc.