Custom Health Holdings Inc. Announces Completion of Plan of Arrangement
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.
The Company is currently working diligently towards the listing of its Common Shares (as defined below) on the Toronto Stock Exchange (the "TSX").
About the Arrangement
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.".
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.
