Toronto, Ontario – November 2, 2021 – Pathway Health Corp. (TSXV: PHC) (formerly Colson Capital Corp.) (“Pathway” or the “Company”) announces the issuance of 238,095 common shares in the capital of the Company (“Common Shares”) in full satisfaction of an amended and restated convertible promissory note dated January 18, 2021 (the “Note”), subject to final TSX Venture Exchange approval.
The Note was issued by Pathway Health Services Corp., a wholly owned subsidiary of the Company, in connection with and as partial consideration for the acquisition of certain assets of Nature Medic Inc. pursuant to an asset purchase agreement dated August 31, 2020. Pursuant to the terms of the Note, and as part of Pathway’s “qualifying transaction” which closed on May 31, 2021 (the “Qualifying Transaction”), the $250,000 debt obligation accrued to the date of the Qualifying Transaction (the “Indebtedness”) was satisfied through the issuance of Common Shares (the “Initial Conversion Shares”). The terms of the Note provide that if, upon expiry of the applicable 4-moth hold period on the Initial Conversion Shares, the value of such Initial Conversion Shares is less than the value of the Indebtedness, then Pathway will issue additional Common Shares equal in value to the Indebtedness less the fair market value of the Initial Conversion Shares as determined on the day immediately following the expiry of the hold period.
The hold period on the Initial Conversion Shares expired on September 30, 2021, and the value of the Initial Conversion Shares had decreased from $250,000 as at the closing of the Qualifying Transaction to $175,000.14 as of the hold period expiring. As a result, Pathway will satisfy a payment obligation of $74,999.86 through the issuance of 238,095 Common Shares at a deemed price of $0.315 per Common Share. The acquisition of the assets of Nature Medic Inc., and further information concerning the Note, are further described in the Company’s filing statement dated May 31, 2021. The Common Shares issued to satisfy the final payment obligation under the Note will be subject to four month hold period under applicable securities laws.
After giving effect to the issuance of the 238,095 Common Shares, the Company will have 93,647,085 Common Shares issued and outstanding.
This news release includes certain “forward-looking statements” under applicable Canadian securities legislation. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors that may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive applicable approvals; and the results of operations. There
can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Pathway disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this Press Release. The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
For further information, please contact:
Wayne Cockburn
President, Pathway Health Corp.
[email protected]
(905) 505-0770
Dave Burwell
The Howard Group
[email protected]
(403) 410-7907