Star Metro - Queue Ventures Receives Final Order Approving Previously Announced Plan of Arrangement with Custom Health, Inc.

VANCOUVER, BC / ACCESS Newswire / May 13, 2026 / Queue Ventures Ltd. ("Queue" or the "Company") is pleased to announce, further to its press release dated May 7, 2026, it has been granted the final order (the "Final Order") from the Supreme Court of British Columbia approving the Company's previously announced plan of arrangement (the "Arrangement") with Custom Health, Inc. ("Custom Health"). Receipt of the Final Order follows approval of the Arrangement by shareholders of Queue at its annual general and special meeting held on April 20, 2026 and by shareholders of Custom Health at its special meeting held on May 6, 2026.

About the Arrangement

The terms and conditions of the Arrangement are pursuant to 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 Health, Custom Merger Sub, Inc. ("Merger Sub"), a corporation existing under the laws of Delaware and a wholly-owned subsidiary of Queue that has 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 has 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 has 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.

Pursuant to the Arrangement Agreement, and upon the satisfaction or waiver of the conditions set out therein, the following, among other things, will be completed in connection with the Arrangement: (i) Custom Health will merge with Merger Sub pursuant to the provisions of the Delaware General Corporation Law (the "Merger"); (ii) FundCo will amalgamate with SubCo pursuant to the provisions of the Business Corporations Act (British Columbia) (the "Amalgamation"); (iii) the company resulting from the Merger will become a wholly-owned subsidiary of Queue; (iv) the company resulting from the Amalgamation will convey its assets to Queue and be subsequently wound-up; and (v) the securityholders of Custom Health will hold substantially equivalent securities of Queue (Queue following the Arrangement, the "Resulting Issuer"). Immediately prior to the completion of the Arrangement, the Resulting Issuer is expected to change its name to "Custom Health Holdings Inc."

Completion of the Arrangement remains subject to the satisfaction of customary closing conditions for a transaction of this nature and listing of the Resulting Issuer's common shares on the Toronto Stock Exchange (the "TSX"). Subject to the satisfaction or waiver of all remaining closing conditions, the Arrangement is expected to be completed in May 2026.

Further information concerning the Company, Custom Health and the Arrangement can be found in the Company's management information circular dated March 30, 2026 ("Circular"), which is available for review under the Company's SEDAR+ profile at www.sedarplus.ca.

About Custom Health

Custom Health is an AI-enabled healthcare technology company that operates an infrastructure platform designed to ensure medication therapy works as intended. Custom Health 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 Health 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.

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

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

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.

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.

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 Arrangement. 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, statements regarding the business of Queue and Custom Health, the listing of the Resulting Issuer on the TSX and expectations regarding the timing and completion of the Arrangement and the likelihood or ability of the parties to successfully complete the Arrangement.

This forward-looking information is subject to a number of assumptions, including the ability of the parties to receive, in a timely manner, the requisite stock exchange, creditor and regulatory approvals and the ability of the parties to fully satisfy, in a timely manner, the other conditions to the closing of the Arrangement. These dates may change for a number of reasons, including inability to secure requisite stock exchange, creditor and regulatory approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the Arrangement. Accordingly, the reader should not place undue reliance on the forward-looking information contained in this news release concerning these times.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflect Queue's and Custom Health'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 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 Arrangement; the ability of Custom Health to meet its obligations under its material agreements; 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 Queue and Custom Health and market conditions as identified under the caption "Risk Factors" in the Circular and the documents incorporated by reference therein.

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

G.Boudreau--SMC