SSC Security Services Corp. — M&A Activity 2024

Dec 10, 2024

QUEUE VENTURES ENTERS INTO LETTER OF INTENT TO COMPLETE BUSINESS COMBINATION AND TSX LISTING WITH CUSTOM HEALTH

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

Vancouver, British Columbia, December 9, 2024, Queue Ventures Ltd. ("Queue Ventures") is pleased to announce that it has entered into a non-binding letter of intent dated December 9, 2024 (the "LOI") with Custom Health, Inc. ("Custom Health"), a leader in the health solutions space, providing innovative products and services designed to improve the well-being of individuals across North America, pursuant to which Queue Ventures and Custom Health propose to complete a business combination transaction to facilitate a listing on the Toronto Stock Exchange (the "TSX") by the resulting issuer (the "Resulting Issuer") of such business combination transaction (the "Proposed Transaction"). In connection with the Proposed Transaction, Queue Ventures is expected to raise up to US$45,000,000 in a combination of debt and equity (the "Financing") on terms agreeable to Custom Health and Queue Ventures to provide ongoing working capital for the Resulting Issuer.

To facilitate the ongoing growth strategy of Custom Health, Queue Ventures has also agreed to provide a secured loan in the principal amount of US$3,000,000 to Custom Health (the "Bridge Loan") on terms agreeable to Custom Health and Queue Ventures.

Pursuant to the terms of the LOI, until the earlier of (a) the execution of a binding definitive agreement in respect of the Proposed Transaction (the "Definitive Agreement"), (b) the 120th day after the date of execution of the LOI and (c) the termination of the LOI in accordance with its terms, subject to extension by mutual written agreement, Custom Health agrees to: (i) forthwith terminate all discussions, negotiations and other contact with third parties relating to the sale or other disposition of any interest in Custom Health or any other transaction which may reasonably alter, hinder or delay the Proposed Transaction; (ii) refrain from, directly or indirectly, other than in connection with the Proposed Transaction soliciting or initiating, the submission of any proposal or offer from any other person relating to a possible transaction concerning Custom Health, or respond to any proposal or offer from any other person relating to the same (whether unsolicited or solicited prior to the date of the LOI), or discuss with or give to any other person any information (not being information publicly available) concerning the Proposed Transaction, or directly or indirectly enter into any agreement or arrangement with any person with respect to such a proposal or offer (whether or not such proposal or offer would take place during or after the exclusivity period), or enter into or continue negotiations with any other person with a view to a transaction taking place which would preclude or materially restrict or delay the Proposed Transaction; (iii) encumber all or any part of the assets of Custom Health in any way, whether by option, security interest, charge, mortgage or otherwise other than in connection with any security granted pursuant to the Bridge Loan; (iv) issue, agree to issue, or announce an intention to issue, any additional debt, shares or any securities convertible into or exchangeable for shares of Custom Health (except for the issuance of securities (1) in connection with the Bridge Loan and the Proposed Transaction as contemplated in the LOI, (2) pursuant to the conversion or exercise of any convertible or exchangeable securities, including any securities issued under an incentive plan, on issue as at the date of the LOI, and (3) the issue of securities under any currently existing instruments or contractual obligations); and (v) engage in good faith negotiations with Queue Ventures with the intention of reaching a Definitive Agreement as soon as reasonably practicable.

The completion of the Proposed Transaction is subject to the satisfaction of various conditions as are standard for a transaction of this nature, including but not limited to (i) the negotiation and execution of the Definitive Agreement, (ii) receipt of all requisite regulatory and other necessary approvals, including receipt of conditional approval for the listing of the Resulting Issuer Shares on the TSX (or such other exchange as determined by Custom Health and Queue Ventures), (iii) shareholder approval of each of Custom Health and Queue Ventures, if required; (iv) the Bridge Loan and Financing; (v) the Resulting Issuer being a "foreign private issuer" as such term is defined under applicable United States securities laws and a "domestic corporation" as such term is defined under applicable United States tax laws; and (vi) the receipt of all necessary third party and other approvals. There can be no assurance that the Proposed Transaction will be completed on the terms proposed above or at all.

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Queue Ventures is pleased to announce that Mike Castanho has been appointed as a director of the Company. Mr. Castanho has also been appointed as the CEO and President of the Company, replacing Scott Ackerman. Mr. Ackerman remains as the CFO, Corporate Secretary, and a director of the Company.

The Company also announces that effective December 5, 2024, it has completed a consolidation of its issued and outstanding common shares on a 125 old for 1 new basis (the "Consolidation"), and has settled $401,668 of outstanding indebtedness with certain creditors (the "Settlement") through the issuance of 2,300,556 post Consolidation common shares of the Company.

Subsequent to the Consolidation and Settlement, the Company has 2,500,000 post Consolidation common shares issued and outstanding.

About Queue Ventures Ltd.

Queue Ventures was formed under the Business Corporations Act (British Columbia) on October 29, 2021 and is a reporting issuer in each of British Columbia and Alberta. Queue Ventures has no commercial operations and no assets other than cash.

Further Information

This is an initial press release. Queue Ventures and Custom Health plan to issue additional press releases providing further details in respect of the Proposed Transaction, the Definitive Agreement, 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: mike@axiscapital.ca

This press 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 Proposed Transaction is subject to a number of conditions, including but not limited to the regulatory and stock exchange acceptance and, if applicable pursuant to the regulatory requirements, shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the prospectus, management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed 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 Proposed Transaction or approved or disapproved of the contents of this news release.

Cautionary Note Regarding Forward-Looking Information

This press release contains statements which constitute "forward-looking information" within the meaning

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of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of Queue Ventures and Custom Health with respect to the Proposed Transaction, the Financing, the Bridge Loan and the future business activities and operating performance. 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 Proposed Transaction will be consummated and whether the Financing or Bridge Loan will be completed, including whether conditions to the consummation of the Proposed Transaction and completion of the Financing and Bridge Loan will be satisfied, and the timing and terms for completing the Proposed Transaction, Financing and Bridge Loan.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflect management of Queue Ventures and Custom Health's expectations, 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 Ventures 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. 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 Proposed Transaction, Bridge Loan and/or Financing; the ability of Custom Health meet its obligations under its material agreements; the ability to obtain requisite regulatory and other approvals and the satisfaction of other conditions to the consummation of the Proposed Transaction, Bridge Loan and/or Financing on the proposed terms and schedule; investor demand and interest in the Financing; the potential impact of the announcement or consummation of the Proposed Transaction, Bridge Loan and/or Financing 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 Proposed Transaction, Bridge Loan and/or Financing. This forward-looking information may be affected by risks and uncertainties in the business of Queue Ventures 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 Ventures 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 Ventures 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.