/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
TORONTO, Feb. 17,
2023 /CNW/ - 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.
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.
Cautionary and Forward-Looking
Statements
This news release contains forward–looking
statements and forward–looking information within the
meaning of applicable securities laws. These statements relate to
future events or future performance. All statements other than
statements of historical fact may be forward–looking
statements or information. Forward–looking statements
and information are often, but not always, identified by the use of
words such as "appear", "seek", "anticipate", "plan", "continue",
"estimate", "approximate", "expect", "may", "will", "project",
"predict", "potential", "targeting", "intend", "could", "might",
"should", "believe", "would" and similar expressions. More
particularly and without limitation, this news release contains
forward-looking statements and information concerning the Warrants,
the use of proceeds of the Draw Down and the conditions applicable
to the private placement of the Note and the Warrants. The
forward-looking statements and information are based on certain key
expectations and assumptions made by the Company. Although the
Company believes that the expectations and assumptions on which
such forward-looking statements and information are based are
reasonable in the circumstances, undue reliance should not be
placed on the forward-looking statements and information because
the Company can give no assurance that they will prove to be
correct. By its nature, such forward-looking information is subject
to various risks and uncertainties, which could cause the actual
results and expectations to differ materially from the anticipated
results or expectations expressed. These risks and uncertainties,
include, but are not limited to the Company being unable to use the
proceeds of the Draw Down as described, legal or regulatory
impediments regarding the Draw Down, the Warrants and (or) the
Common Shares, the Company defaulting on the Note leading to, among
other things, enforcement under the security, increased accrued
interest and the Lender extending the maturity date of the Note
(and increased accrued interest in respect thereof) or availing
itself of other available remedies, the proceeds of the Note being
insufficient for the Company's purposes, the Company's inability to
repay the Note on the Maturity Date or at all and the factors
described in greater detail in the "Risk Factors" section of
Pathway's Annual Information Form dated April 26, 2022 for the year ended December 31, 2021 and Pathway's other periodic
filings available at www.sedar.com. These factors are not intended
to represent a complete list of the factors that could affect
Pathway; however, these factors should be considered carefully.
Readers are cautioned not to place undue reliance on this
forward-looking information, which is given as of the date hereof,
and to not use such forward-looking information for anything other
than its intended purpose. There can be no assurance that such
estimates and assumptions will prove to be correct. The
forward-looking statements contained in this press release are made
as of the date of this press release, and Pathway expressly
disclaims any obligation to update or alter statements containing
any forward-looking information, or the factors or assumptions
underlying them, whether as a result of new information, future
events or otherwise, except as required by law or the
TSX-V.
SOURCE Pathway Health Corp.