Kelowna, British Columbia--(Newsfile Corp. - November 12, 2026) - Custom Health Holdings Inc. (TSX: CHLT) ("Custom Health" or the "Company"), a digital health company that helps patients manage medications and chronic conditions through in-home dispensing technology, remote monitoring and pharmacist-led care, is pleased to announce that further to its press release dated November 10, 2026, the Company has filed a prospectus supplement (the "Prospectus Supplement") dated November 11, 2026, to its short form base shelf prospectus (the "Base Shelf Prospectus") dated November 5, 2026, with the securities regulatory authorities in each of the provinces and territories of Canada other than Quebec to qualify the public distribution of up to 2,424,300 units (the "Units") of the Company at a price of C$4.95 per Unit for aggregate gross proceeds of up to C$12,000,285 (the "Offering").

Each Unit will consist of one common share of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share at an exercise price of C$5.90 at any time up to 60 months following the Closing Date (as defined below).

Stifel Nicolaus Canada Inc. is acting as sole agent and sole bookrunner (the "Agent") in respect of the Offering and has entered into an agency agreement dated November 11, 2026 with the Company with respect thereto. The Company also granted the Agent an option, exercisable in whole or in part at any time up to 24 hours prior to the closing of the Offering, to offer and sell up to such number of additional Units as is equal to 15% of the number of Units sold under the Offering, to cover over-allotments, if any (the "Agent's Option"). The Agent did not exercise the Agent's Option.

The net proceeds of the Offering will be used to fund the Company's initiatives, including to fund payments in relation to previously announced acquisitions and associated transaction costs, to fund planned debt repayments, general and administrative expenses and working capital all as further described in and subject to the Prospectus Supplement.

The full particulars of the Offering are set out in the Prospectus Supplement.

The Offering is scheduled to close on or about November 13, 2026 (the "Closing Date"). The completion of the Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange and the securities regulatory authorities.

Access to the Base Shelf Prospectus, the Prospectus Supplement and any amendment to the documents is provided in accordance with securities legislation relating to procedures for providing access to a shelf prospectus supplement, a base shelf prospectus and any amendment. The Prospectus Supplement, the Base Shelf Prospectus, and any amendment, as applicable, are accessible under the Company's profile on SEDAR+ at www.sedarplus.ca. An electronic or paper copy of the Base Shelf Prospectus, the Prospectus Supplement and any amendment to the documents may be obtained, without charge, from Stifel Nicolaus Canada Inc. at ECMCanada@stifel.com by providing the contact with an email address or address, as applicable. Prospective investors should read the Prospectus Supplement and the Base Shelf Prospectus, including the documents incorporated by reference therein, before making an investment decision.

It is anticipated that certain insiders of the Company may participate in the Offering. Any participation by insiders of the Company in the Offering would constitute a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company expects to rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities to be issued to, nor the consideration to be paid by, such insiders is expected to exceed 25% of the Company's market capitalization, as determined in accordance with MI 61-101. Further details regarding any insider participation will be included in the Company's closing news release and in the material change report to be filed in connection with the Offering. The material change report will be filed less than 21 days before the Closing Date, which the Company considers reasonable in the circumstances in order to complete the Offering in a timely manner.

The Agent may also offer the Units in the United States or to, or for the account or benefit of, a "U.S. person" (as defined in Regulation S under the United States Securities Act of 1933, as amended (the "1933 Act")) on a private placement basis to "accredited investors" (as defined in Rule 501 of Regulation D under the 1933 Act) and to "qualified institutional buyers" (as defined in Rule 144A under the 1933 Act) who are also "accredited investors", in each case pursuant to an applicable exemption from registration offered by Rule 506(b) of Regulation D and/or Section 4(a)(2) under the 1933 Act and in compliance with applicable state securities laws.

Extension to PatchRx Notes

The Company is also pleased to announce that the maturity date of the PatchRx Note and the Exit Incentive Holder Note (as such terms are defined in the Prospectus Supplement) previously due October 30, 2026 has been extended to the date that the Company raises a minimum of C$20 million in aggregate gross proceeds from public and/or private equity financings completed after September 30, 2026. Any prior default under the PatchRx Note and the Exit Incentive Holder Note has also been waived. Upon repayment of the PatchRx Note and the Exit Incentive Holder Note, an additional fee equal to 10% of the outstanding obligations of the Company thereunder shall also be due and payable.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Units, Common Shares and Warrants have not been and will not be registered under the 1933 Act or any state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from such registration requirements.

About Custom Health

Custom Health is an AI-enabled healthcare technology company that is building the infrastructure for medication management at home. The Company connects in-home technology, pharmacy and pharmacist-led clinicians to create continuous visibility into a patient's medication use and support timely clinical action. Powered by the proprietary AdhereNet® platform, Custom Health operates an integrated pharmacy network across Canada and the U.S. as part of its broader infrastructure, supporting medication delivery, medication-use insights, and pharmacist-led care to enable earlier intervention and better medication management at home. To learn more, visit customhealth.com.

Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this news release.

Cautionary Note Regarding Forward-Looking Information
Certain information in this news release constitutes "forward-looking information" within the meaning of applicable Canadian securities laws ("forward-looking statements"), including statements regarding the Offering, the expected closing of the Offering and the anticipated timing thereof, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the Toronto Stock Exchange, the offering of Units in the United States on a private placement basis, the intended use of the net proceeds of the Offering, and the Company's working capital and liquidity following the Offering. Forward-looking statements can often be identified by words such as "will", "intends", "expects", "anticipates", "plans", "proposed", "may", "would", "could", "subject to" and similar expressions. These statements are based on assumptions management considered reasonable at the date they were made, that the Offering will close on the anticipated terms and timing, that all required approvals will be obtained, that the net proceeds will be applied as described in the Prospectus Supplement, that the Company will continue to have access to its committed credit facilities and revenue streams as anticipated, that the Company will be able to pay and satisfy the PatchRx Note and the Exit Incentive Holder Note when due, and that there will be no material adverse change in the Company's business or in market conditions. Forward-looking statements are subject to known and unknown risks and uncertainties, including: the risk that the Offering does not close on the anticipated timeline, anticipated terms or at all; the Company's negative working capital and the existence of material uncertainties that may cast significant doubt on its ability to continue as a going concern; the Company's undertaking to the securities regulatory authorities in connection with its base shelf prospectus; reliance on committed credit facilities, including facilities provided by an insider of the Company and amounts available at the lender's discretion; outstanding indebtedness, including the PatchRx Note, the Exit Incentive Holder Note and the matured promissory notes; management's discretion in the use of proceeds; dilution to existing shareholders; the regulation of pharmacy and healthcare operations in the United States and Canada; risks associated with being a newly listed issuer; and access to additional capital. Additional risks are described under "Risk Factors" in the Base Shelf Prospectus, the Prospectus Supplement, the Company's annual information form for the fiscal year ended December 31, 2025, and the Company's amended and restated management's discussion and analysis for the period ended June 30, 2026, available on SEDAR+ at www.sedarplus.ca. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected. Readers are cautioned not to place undue reliance on forward-looking statements. All subsequent forward-looking statements, whether written or oral, attributable to Custom Health or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements contained in this news release are made as at the date of this news release and the Company does not undertake any obligation to update publicly or to revise any of the forward-looking statements made herein, whether as a result of new information, future events or otherwise, except as may be required by applicable securities law.

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/323877

Source: Custom Health Holdings Inc.