Comprehensive Healthcare Systems to Acquire Third Party Administrator (TPA) America's Choice Healthplans, Moving from Benefits Software to Benefits Outcomes

The combination pairs CHS's Novus360 software platform & system of record with an established U.S. third-party administrator to create one integrated technology and solution platform. It expands CHS into technology-enabled benefits administration and is the first step in a potential roll-up of the fragmented U.S. TPA market.

Highlights

• Adds an established U.S. TPA business. ACH generated approximately US $2.1 million in revenue in 2024, with a net loss of approximately US $0.08 million, based on audited financial statements, and approximately US $2.3 million in operating revenue and a net loss of approximately US $0.01 million in 2025, based on unaudited financial statements.
• Potential to create a repeatable acquisition model. CHS intends to deploy Novus360 within ACH's operations and, subject to successful integration, evaluate additional opportunities the U.S. TPA market.
• Non-dilutive transaction. No CHS common shares are being issued in connection with the acquisition, and cash paid was not material to CHS.
• Expands CHS's addressable market. CHS can now compete for the portion of the benefits budget that goes to TPAs and outsourced administration, not just the software portion.
• Delivers one integrated platform to clients. Enrollment, eligibility and downstream administration will draw from a single system of record, potentially reducing handoffs, errors and vendor complexity for employers and their employees.

Calgary, Alberta--(Newsfile Corp. - October 13, 2026) - Comprehensive Healthcare Systems Inc. (TSXV: CHS) (OTCQB: CMHSF) ("CHS" or the "Company"), a provider of healthcare benefits administration software and technology-enabled services, today announced that it has entered into a definitive asset purchase agreement, dated October 9, 2026, to acquire the business of America's Choice Healthplans, LLC ("ACH"), a U.S.-based third-party administrator ("TPA") serving employers and plan sponsors. This transaction is an Arm's-Length transaction between unrelated parties, does not involve any material term, and no finder's fees were paid.

The acquisition unites the system of records where enrollment and eligibility begin with the operational workflows that follow, allowing CHS to deliver complete benefits administration outcomes rather than software alone. Following closing, ACH will operate as a division of CHS. The transaction is expected to close in October 2026, subject to customary closing conditions and applicable regulatory approvals, if required.

"The acquisition of ACH is an important step in our broader strategy," stated Chris Cosgrove, President & CEO of Comprehensive Healthcare Systems. "The U.S. TPA market is highly fragmented, and we believe there is an opportunity to combine our technology platform with selected TPA businesses. Our objective with ACH is to demonstrate the model-integrate the business, deploy Novus360 to automate workflows and build the operating capabilities that could support additional opportunities over time."

Following closing, CHS intends to integrate ACH's administrative operations with Novus360 to demonstrate how its technology can be deployed within a TPA operating environment: automating selected administrative workflows, expanding the range of services offered to customers and improving operating efficiency and scalability. Subject to successful integration, CHS intends to use ACH as a model for evaluating additional opportunities in the U.S. TPA market.

"This acquisition is strategically important because it expands both the market in which CHS can compete and the portion of the benefits administration value chain that we can address," said Mr. Cosgrove. "We are moving beyond providing benefits administration software alone toward a model that combines Novus360 with technology-enabled benefit administrative solutions."

Expanding CHS's Addressable Market

CHS has historically focused primarily on benefits administration software and related technology through its Novus360 platform. ACH adds operational capabilities including claims administration, COBRA, HSA administration, leave management, billing reconciliation and compliance services.

CHS believes that successfully integrating ACH could provide a model for evaluating additional TPA opportunities where Novus360 and related automation technologies could potentially improve operating efficiency and scalability. Any future potential acquisitions would be subject to, among other factors, the identification of suitable opportunities, satisfactory due diligence, availability of financing, applicable regulatory and Exchange requirements and approval by the Company's Board of Directors.

Transaction Details

Under the asset purchase agreement, CHS will acquire ACH's existing client contracts and certain operating assets and assume certain liabilities associated with the acquired business. No CHS common shares are being issued in connection with the acquisition and cash paid was not material to CHS.

ACH generated approximately US $2.1 million in revenue for the year ending December 31, 2024, and recorded a net loss of approximately US $0.08 million, based on audited financial statements. For the year ending December 31, 2025, ACH generated approximately US $2.3 million in operating revenue and recorded a net loss of approximately US $0.01 million, based on unaudited financial statements provided to CHS.

ACH currently provides third-party administration services to more than 20 employers and plan sponsors and will operate as a division of CHS following completion of the transaction.

The transaction is expected to close in October 2026, subject to customary closing conditions and applicable regulatory approvals, if required.

About America's Choice Healthplans

America's Choice Healthplans, LLC is a third-party administrator providing claims administration, COBRA, HSA administration, leave management, billing reconciliation and compliance services to more than 20 employers and plan sponsors. ACH was founded in 2003.

About Comprehensive Healthcare Systems Inc.

Comprehensive Healthcare Systems Inc. is a corporation incorporated under the laws of the Province of Alberta and is the parent company of Comprehensive Healthcare Systems Inc. (Delaware). The Company is a vertically integrated software-As-Service (SaaS) company focused on healthcare benefits administration. Its Novus360 Healthcare Welfare and Benefits Administration platform provides reliable, high-volume benefits administration software and technology-enabled services to organizations including self-funded employers, providers and labor organizations.

Forward-Looking Information

This press release contains forward-looking information and forward-looking statements within the meaning of applicable Canadian securities laws (collectively, "forward-looking information"). Forward-looking information includes statements regarding completion of the acquisition; integration of ACH with Novus360; the anticipated benefits to clients and their employees; continuity of service to ACH clients; potential automation and operating efficiencies; cross-selling opportunities; expansion into technology-enabled benefits administration services; CHS's ability to compete for broader benefits administration mandates; the Company's potential roll-up strategy; and its intention to evaluate and potentially pursue additional acquisitions in the TPA industry.

Forward-looking information is based on management's current expectations, estimates and assumptions, including assumptions regarding completion and successful integration of the acquisition, customer retention, deployment of Novus360 within ACH's operations and the availability of suitable future acquisition opportunities.

Forward-looking information is subject to known and unknown risks and uncertainties that could cause actual results to differ materially, including transaction and integration risks, customer retention risks, technology implementation risks, the inability to achieve anticipated efficiencies or cross-selling opportunities, the identification, availability and financing of future acquisitions, regulatory and Exchange requirements and general economic and market conditions. There can be no assurance that the acquisition will result in the anticipated strategic, operational or client benefits or that CHS will identify or complete any additional acquisitions.

Readers are cautioned not to place undue reliance on forward-looking information. Except as required by applicable securities laws, CHS undertakes no obligation to update or revise forward-looking information to reflect subsequent events or circumstances.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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