Star Metro - Queue Ventures Announces Closing of Brokered Private Placement of Subscription Receipts of Custom Fundco Inc.

VANCOUVER, BC / ACCESS Newswire / December 5, 2025 / Queue Ventures Ltd. ("Queue") is pleased to announce that, further to its news releases dated December 9, 2024 and May 30, 2025, Custom FundCo Inc. ("FundCo") has completed the first closing (the "First Closing") in respect of its brokered private placement (the "Offering") of subscription receipts of FundCo ("Subscription Receipts"). Pursuant to the First Closing, FundCo issued an aggregate of 1,200,000 Subscription Receipts at a price of US$8.00 per Subscription Receipt (the "Financing Price") for aggregate gross proceeds of US$9,600,000 (the "FundCo Financing"). Stifel Nicolaus Canada Inc. ("Stifel") and Bloom Burton Securities Inc. ("Bloom Burton", and together with Stifel, the "Agents") acted as co-lead agents and joint bookrunners for FundCo in connection with the FundCo Financing, which was conducted pursuant to an agency agreement (the "Agency Agreement") dated December 5, 2025 among Queue, FundCo, Custom Health, Inc. ("Custom Health") and the Agents (the "Agency Agreement").

The Subscription Receipts were issued pursuant to a subscription receipt agreement dated December 5, 2025 (the "Subscription Receipt Agreement") among Queue, FundCo, Custom Health, the Agents, and Odyssey Trust Company, as subscription receipt agent (the "Subscription Receipt Agent"). Pursuant to the terms of the Subscription Receipt Agreement, if the escrow release conditions as set out in the Subscription Receipt Agreement (the "Escrow Release Conditions") are satisfied on or prior to June 3, 2026, or such other date as FundCo, Queue, Custom Health and the Agents may agree (the "Escrow Deadline"), each Subscription Receipt will automatically be converted, without payment of any additional consideration and without any further action on the part of the holder thereof, into one common share in the capital of FundCo (a "FundCo Share"). Subsequently, in connection with the completion of the business combination transaction (the "Transaction") of Queue and Custom Health involving FundCo, Custom Merger Sub, Inc., and Queue BC Subco Inc., each FundCo Share received by holders of the Subscription Receipts shall then be exchanged into one common share in the capital of Queue following the completion of the Transaction (a "Resulting Issuer Share").

Pursuant to the Agency Agreement, if, and only if, the Escrow Release Conditions are satisfied by the Escrow Deadline, (i) the Agents will be paid a cash commission of 6.0% of the gross proceeds from the Offering, which, in respect of the First Closing, is US$576,000 (the "FundCo Cash Fee") and (ii) the Agents will be issued that number of compensation warrants as is equal to 3.0% of the number of Subscription Receipts issued pursuant to the Offering, which, in respect of the First Closing, would be 36,000 compensation options (the "FundCo Compensation Options") each exercisable to acquire one FundCo Share for a period of 24 months at the Financing Price. In connection with the completion of the Transaction, each FundCo Compensation Option will be exchanged for one compensation option of the Resulting Issuer, entitling the holder thereof to acquire one Resulting Issuer Share at the Financing Price for a period of 24 months following the date of issuance thereof.

The gross proceeds of the FundCo Financing, less the Agents' expenses incurred in connection with the First Closing have been deposited in escrow at closing pending the satisfaction of the Escrow Release Conditions pursuant to the Subscription Receipt Agreement. If either: (i) the Escrow Release Conditions are not satisfied on or before the Escrow Deadline; or (ii) prior to such Escrow Deadline, FundCo advises the Agents and the Subscription Receipt Agent that the Escrow Release Conditions will not be satisfied prior to or by the Escrow Deadline, the Subscription Receipts will be cancelled and the escrowed funds shall be returned to the holders of the Subscription Receipts in accordance with the terms of the Subscription Receipt Agreement.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, a person in the United States or a U.S. person unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. "United States" and "U.S. person" are as defined in Regulation S under the U.S. Securities Act.

About Custom Health

Custom Health is a vertically integrated, tech-enabled healthcare platform combining pharmacy, technology, and remote clinical care to help patients take their medication as prescribed and ensure therapy is working as intended. Powered by the proprietary AdhereNet® platform, Custom Health operates pharmacies across Canada and the U.S., using automation and data integration to package, verify, and deliver medications accurately while generating real-time health data that drives remote patient monitoring and proactive clinical interventions. To learn more, visit customhealth.com.

Shane Bishop, CEO of Custom Health, commented, "Completing the first closing of this financing represents another important milestone as we advance towards becoming a publicly traded company. The support we are receiving from investors reflects growing recognition of the value our technology-enabled care model delivers to patients, providers, and payers. With this capital, we plan to accelerate our expansion across North America and continue building a scalable platform that improves health outcomes."

About Queue Ventures Ltd.

Queue 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. Queue has no commercial operations and no assets other than cash.

Further Information

Queue and Custom Health plan to issue additional news releases providing further details in respect of the Transaction, the FundCo Financing and other material information as it becomes available.

For further information, please contact:

Queue Ventures Ltd.
515 - 701 West Georgia Street, P.O. Box 10068 Pacific Centre
Vancouver, British Columbia
V7Y 1C6, Canada

Contact: Mike Castanho
Email: [email protected]

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.

Completion of the Transaction is subject to a number of conditions. There can be no assurance that the Transaction will be completed as proposed or at all.

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

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

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

Cautionary Note Regarding Forward-Looking Information

This news release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of Queue and Custom Health with respect to the Transaction. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding: expectations regarding whether the Transaction will be consummated, whether the Subscription Receipts will be converted prior to the Escrow Deadline including whether the conditions thereto will be satisfied, whether the Transaction will obtain the requisite shareholder, court and regulatory approvals, whether additional closings in respect of the Offering will occur, with respect to the total proceeds that may be raised pursuant to the Offering, whether conditions to the consummation of the Transaction will be satisfied, the timing and terms for completing the Transaction, and expectations for the effects of the Transaction or the ability of the Resulting Issuer to successfully achieve business objectives.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflect management of Queue and Custom Health's management, 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 Queue and Custom Health believe 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 are the following: the ability to consummate the Transaction; investor demand for the Offering; the ability of Custom Health and Queue to satisfy all of the conditions necessary to convert the Subscription Receipts; the ability of Custom Health to meet its obligations under its material agreements; the ability to obtain requisite regulatory, shareholder, court and other approvals and the satisfaction of other conditions to the consummation of the Transaction, the Offering and the conversion of the Subscription Receipts on the proposed terms and schedule; the potential impact of the consummation of the Offering and the Transaction 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 Transaction and the Offering. This forward-looking information may be affected by risks and uncertainties in the business of Queue and Custom Health and market conditions.

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 Queue and Custom Health have 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. Queue and Custom Health do not intend, and do not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

SOURCE: Queue Ventures Ltd.

View the original press release on ACCESS Newswire

P.M.Martin--SMC