This press release is issued pursuant to National Instrument 62-104 - Take-Over Bids and Issuer Bids and National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.
Vancouver, British Columbia--(Newsfile Corp. - June 9, 2026) - Pursuant to the requirements of applicable securities laws, Mr. Kevin Knight (the "Acquiror") reports that on June 4, 2026, he acquired beneficial ownership of, or control or direction over, an aggregate of 7,155,278 common shares ("Shares") in the capital of Custom Health Holdings Inc. (formerly Queue Ventures Ltd.) (the "Company") and 101,869 common share purchase warrants pursuant to the completion of a 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 acquired 100% of the issued and outstanding common shares of Custom Delaware.
With the closing of the Arrangement, the Company entered into an unsecured non-revolving credit facility (the "Facility") with 102114598 Saskatchewan Ltd. as lender (the "Lender"). The Lender is a corporation incorporated under the laws of Saskatchewan, Canada and is held indirectly by the Acquiror.
Under the terms of the Facility, the Company may issue notes ("Notes") with an aggregate principal amount of up to USD$15 million, which such Notes are convertible at the option of the Lender into Shares of the Company at a conversion price based on a five-day volume weighted average trading price ("VWAP") for the five trading days prior to the conversion of the Note, subject to compliance with the policies of the Toronto Stock Exchange ("TSX").The Facility may be drawn down from time to time and at any time following until the earlier of repayment, conversion or maturity at the simple non-compounding rate of 12% per annum and mature on the date that is the 18 month anniversary of the date that the Company's Shares are listed on the TSX.
In addition, the Acquiror holds a convertible promissory note dated December 18, 2025 (the "2025 Note") previously issued by Custom Delaware with a principal amount of USD$3 million, which such 2025 Note may, following completion of the Arrangement, be convertible into Shares at a price per Share equal to approximately USD$6.45 per Share. The 2025 Note matures on December 31, 2031.
The completion of the Arrangement triggered the requirement to file an early warning report.
Immediately prior to the completion of the Arrangement, the Acquiror did not hold any Shares in the capital of the Company.
Following completion of the Arrangement, the Acquiror holds beneficial ownership of, or control or direction over, an aggregate of 7,155,278 Shares at a deemed price of US$8.00 (Cdn.$11.12), for a total deemed consideration of US$57,242,224 (Cdn.$79,566.691.36) and warrants exercisable for up to an additional 101,869 Shares. This represents approximately 27.69% of the issued and outstanding Shares on an undiluted basis and approximately 27.97% on a partially diluted basis on the deemed issued and outstanding Shares.
Assuming the full drawdown and immediate conversion of the maximum principal amount by the Lender, the Acquiror would acquire up to an additional 1,875,000 Shares1 and assuming the conversion of only the principal amount of the 2025 Note, the Acquiror would acquire up to an additional 465,000 Shares, and would hold beneficial ownership of, or control or direction over a total of 9,597,147Shares. This would represent approximately 33.93% of the deemed issued and outstanding Shares on a partially diluted basis (assuming only the immediate conversion of the Lender's Notes and the 2025 Note).
The holdings in securities of the Company by the Acquiror are for investment purposes. The Acquiror does not currently have plans to acquire additional securities or dispose of its holdings in the Company. However, he may acquire or dispose of securities depending on market conditions, changes in plans, or other relevant factors, subject in each case to applicable securities law.
The Company is located at 1631 Dickson Avenue, Suite 900, Kelowna, British Columbia V1Y 0B5. A copy of the related early warning report may be obtained from the SEDAR+ website (www.sedarplus.ca) or from the Acquiror at +1 250-801-5695, or by email at kgk@knightgroup.ca.
Note 1: With respect to the Facility, assumed a deemed conversion of principal at USD$8 per Share.
Note: 2: Based on the Bank of Canada daily average exchange rate on June 4, 2026, 1 USD = 1.3896 CAD.
Further Information
For further information, please contact:
Custom Health Holdings Inc.
1631 Dickson Ave, Suite 900
Kelowna, BC, V1Y OB5
Contact: Shane Bishop
Email: shane.bishop@customhealth.com
Contact: Pardeep Sangha
Email: pardeep@angadcapital.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/300707
Source: Kevin Knight