TORONTO, Sept. 7, 2021 /CNW/ – Pathway Health Corp. (“Pathway” or the “Company“) (TSXV: PHC) is pleased to announce that it has entered into an an asset purchase agreement to acquire the operating assets (the “Transaction“) of O Cannabis We Stand on Guard for Thee Corporation (“OCC“) (the “Agreement“).
Pathway reported that the acquisition of OCC’s operating assets adds approximately 4,000 new, active patients to the Company’s existing base of over 55,000 medical cannabis patients and expands its telemedicine footprint in several provinces including British Columbia and the Maritimes.
Ken Yoon, Chief Executive Officer of Pathway, commented: “We welcome the OCC team to the Pathway family. Their practice has shown consistent success in patient care and will provide additional support to Pathway’s existing telemedicine practice, and continued growth for the Company.”
The OCC team of medical cannabis specialists include nurse practitioners, registered nurses, educators, and patient advocates to ensure the patient medical cannabis experience is seamless, including industry-leading follow-up care and patient monitoring via telemedicine.
Pursuant to the Agreement, the Company will acquire certain assets of OCC for a total purchase price of $400,000 (the “Purchase Price“). The Purchase Price consists of:
- a cash payment of $150,000, of which $75,000 will be held in escrow and released 90 days following the closing date of the Transaction;
- the issuance of 300,000 common shares at a deemed price of $0.50 per share at closing of the Transaction, unless the 5-day volume weighted average price of the shares preceding the date that is four months after the closing date of the Transaction (the “VWAP“) is less than $0.50, then the Company will either pay 1) cash, in an amount equivalent to the lesser of $30,000, or the product of the VWAP and 75,000; or 2) issue common shares equivalent to the lesser of 75,000, or the quotient of $30,000 and the VWAP; and
- a performance bonus up to a maximum aggregate amount of $100,000, payable in either cash or issuance of common shares at a deemed price per share which shall be the greater of: (i) $0.40; (ii) the 5-day volume weighted average price with reference to the 5 trading days immediately preceding the issuance date, or (iii) the closing price of the common shares on the TSXV on the date on which the Transaction is publicly announced.
About Pathway Health Corp.
Pathway Health is one of the largest providers of out-of-hospital pain management services in Canada. The Company owns and operates 9 community-based clinics across 4 provinces where its team of health professionals work together to help patients through a variety of evidence-based approaches. Pathway Health’s patient care programs utilize an interdisciplinary approach that is guided by trained pain specialists, physical and occupational therapists, psychologists, nurses, and other healthcare providers. Pathway Health has also developed an expertise in harm reduction where medicinal cannabis is being used as an alternative to traditional opioids.
Notice Regarding Forward Looking Statements
Certain statements in this news release are forward-looking statements and are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as “may”, “should”, “could”, “would”, “intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe”, “working on” or “continue”, or the negative thereof or similar variations. There are numerous risks and uncertainties that could cause actual results and Pathway’s plans and objectives to differ materially from those expressed in the forward-looking information, including: business disruption risks relating to COVID-19; regulatory risks, including those related to healthcare, privacy, and data security; and integration risks relating to newly acquired businesses. Actual results and future events could differ materially from those anticipated in such information. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, the Company does not intend to update these forward-looking statements.
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.
