TORONTO, Ontario, March 28, 2023 – Pathway Health Corp. (TSXV: PHC) (“Pathway” or the “Company“) is pleased to announce that, further to its press releases of February 3, 2023, February 9, 2023 and February 17, 2023, it has made its third and final draw in the amount of $250,000 (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 was completed February 8, 2023 and the second draw was completed February 17, 2023, each in the amount of $500,000.

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 5,000,000 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 March 28, 2024.

Pathway has applied to the TSX Venture Exchange (the “TSX-V”) to obtain approval of the Warrants, as well as the listing of the Common Shares issuable upon exercise thereof, and the securities issuable herewith are to be issued 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 sold in connection with the Offering 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]

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.