Custom Health Holdings Inc. Announces Completion Of Plan Of Arrangement

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June 5, 2026

Custom Health Inc. | Access Newswire

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Vancouver, British Columbia--(Newsfile Corp. - June 5, 2026) - Custom Health Holdings Inc. (formerly, Queue Ventures Ltd.) ("Custom Health" or the "Company"), further to its press release dated May 13, 2026, is pleased to announce the successful completion of its 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 shares of Custom Delaware.

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The Company is currently working diligently towards the listing of its Common Shares (as defined below) on the Toronto Stock Exchange (the "TSX").

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About the Arrangement

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Pursuant to the terms and conditions of an arrangement agreement dated May 30, 2025, as amended October 31, 2025, January 30, 2026 and March 24, 2026 (the "Arrangement Agreement"), by and among the Company, Custom Delaware, Custom Merger Sub, Inc. ("Merger Sub"), a corporation existing under the laws of Delaware and a wholly-owned subsidiary of Queue that had been formed for the sole purpose of participating in and facilitating the Arrangement, Queue BC SubCo Inc. ("Subco"), a corporation existing under the laws of British Columbia and a wholly-owned subsidiary of Queue that had been formed for the sole purpose of participating in and facilitating the Arrangement, and Custom FundCo Inc. ("Fundco"), a corporation existing under the laws of British Columbia that had been formed for the sole purpose of participating in and facilitating the Arrangement by conducting the Company's previously announced private placement offering of subscription receipts of Fundco (the "Subscription Receipts"). In connection with the Arrangement, the Company changed its name from "Queue Ventures Ltd." to "Custom Health Holdings Inc.".

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Pursuant to the Arrangement, the Company acquired 100% of the issued and outstanding common shares of Custom Delaware by way of: (i) a merger of Custom Delaware and Merger Sub pursuant to the provisions of the Delaware General Corporation Law (the "Merger"), under which Merger Sub merged with and into Custom Delaware, with Custom Delaware surviving the Merger as a wholly owned subsidiary of the Company, and (ii) the Arrangement. Subco and Fundco amalgamated and continued as one company ("Amalco") pursuant to the provisions of the Business Corporations Act (British Columbia) (the "Amalgamation"), subsequent to which, pursuant to the provisions of the Income Tax Act (Canada): (i) all of the assets and liabilities of Amalco were conveyed to and assumed by the Company, and (ii) Amalco was subsequently wound up and dissolved.

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As consideration for the Arrangement, the Company issued to the former shareholders of Custom Delaware, 22,140,377 common shares (the "Consideration Shares") in the capital of the Company (the "Common Shares"). Upon the closing of the Arrangement, in exchange for the cancelled incentive stock options of Custom Delaware, the Company granted 2,298,061 options to purchase Common Shares (the "Replacement Options"). The Company also assumed all obligations underlying (i) the outstanding common share purchase warrants of Custom Delaware (the "Custom Warrants"); and (ii) the outstanding convertible promissory notes of Custom Delaware (the "Custom Notes"), such Custom Warrants and Custom Notes being exercisable into Common Shares. The Company also granted 62,500 restricted share units ("RSUs") upon the completion of the Arrangement.

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In connection with the Arrangement and the Company's previously announced brokered private placement of Subscription Receipts, Fundco issued and sold 1,200,000 Subscription Receipts pursuant to a subscription receipt agreement dated December 5, 2025 (the "Subscription Receipt Agreement"), by and among the Company, Fundco, Custom Delaware, Odyssey Trust Company, Stifel Nicolaus Canada Inc. and Bloom Burton Securities Inc. Pursuant to the Subscription Receipt Agreement, among other things, each Subscription Receipt converted into one (1) common share of Fundco (each, an "SR Share"). Upon closing of the Arrangement, each SR Share was exchanged for one Common Share.

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As of completion of the Arrangement, the directors of the Company are:‎

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• Shane Bishop;
• Rahul Chopra;
• Kendra Blackford;
• Patrick Quinlan;
• Rizwan Somji;
• Michael Castanho; and
• Deborah Ann Cenci.

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As of completion of the Arrangement, the management team of the Company is comprised of:‎

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• Shane Bishop - Chief Executive Officer;‎ and
• Jason Nalewany - Chief Financial Officer.

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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.

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Change of Auditor

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In connection with the completion of the Arrangement, MNP LLP will be appointed as auditor of the ‎Company.

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About Custom Delaware

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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.

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About Custom Health

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Custom Health (formerly Queue Ventures Ltd.) was formed under the Business Corporations Act (British Columbia) on October 29, 2021 and is 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.

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Further Information

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For further information, please contact:

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Custom Health Holdings Inc.
1631 Dickson Ave, Suite 900
Kelowna, BC, V1Y OB5

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Contact: Shane Bishop
Email: shane.bishop@customhealth.com

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Contact: Pardeep Sangha
Email: pardeep@angadcapital.com

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This news 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.

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Investors are cautioned that, except as disclosed in the Circular or other disclosure document to be prepared in connection with the Arrangement, any information released or received with respect to the Arrangement may not be accurate or complete and should not be relied upon.

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No stock exchange or regulatory authority has passed upon the merits of the Arrangement or approved or disapproved of the contents of this news release.

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All information contained in this news release with respect to Custom Delaware was supplied by Custom Delaware, and Queue and its directors and officers have relied on Custom Health for such information.

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Cautionary Note Regarding Forward-Looking Information

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This news release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions. Such forward-looking statements and 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.

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Investors are cautioned that forward-looking information is not based on historical facts but instead reflect the Company's management'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 combined company. The reader should not place undue reliance on these forward-looking statements, as there can be no assurances that the plans, initiatives or expectations upon which they are based will occur. 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 consummation of the Arrangement 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 on the Arrangement. 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.

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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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Not for distribution to United States newswire services or for dissemination in the United States.

Source: Custom Health Inc.