TORONTO, Ontario, February 17, 2023 – Pathway Health Corp. (TSXV: PHC) (Frankfurt: KL1) (“Pathway” or the “Company“) is pleased to announce that, further to its press releases of February 3, 2023 and February 9, 2023, it has made its second draw down in the amount of $500,000 (the “Draw Down”) under the $1.25 million secured convertible promissory grid note (the “Note”) with HEAL Global Holdings Corp. (the “Lender“), an entity controlled by the Company’s largest indirect beneficial shareholder Avonlea-Drewry Holdings Inc., and which is a party to the Company’s previously announced letter of intent in respect of a proposed business acquisition, recapitalization and debt restructuring transaction involving Pathway, HEAL and The Newly Institute Inc. (see press release dated December 22, 2022) (the “Proposed Transaction”). The first draw down of $500,000 was completed February 8, 2023.

The Company intends to use the proceeds from the Draw Down to further the integrated business platform of the enterprise that will result from the Proposed Transaction and for working capital and general corporate purposes.

In connection with the Draw Down, the Company issued to the Lender 10,000,000 transferable common share purchase warrants (the “Warrants”), each such Warrant exercisable for one common share (“Common Share”) in the capital of the Company at a price of $0.05 per share for a period of 12 months and expiring on February 17, 2024.

The TSX Venture Exchange (the “TSX-V”) has conditionally approved the private placement issuance of the Note and the Warrants. The securities issuable pursuant to the private placement are subject to: (i) restrictions on resale under applicable Canadian securities laws for a period of four months and one day from the date hereof; and (ii) customary closing conditions, including final approval from the TSX-V.

None of the securities issued pursuant to the private placement will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

For further information, please contact:

Pathway Health Corp.
Robin Cook, Corporate Development
Telephone: 416-809-1738
Email: [email protected]