TORONTO, March 1,
2023 /CNW/ - Pathway Health Corp. (TSXV: PHC)
(Frankfurt: KL1) ("Pathway" or the "Corporation") is
pleased to provide an update on its proposed acquisition of all the
issued and outstanding common shares of each of HEAL Global
Holdings Corp. ("HEAL") and The Newly Institute Inc.
("The Newly") from their respective shareholders in exchange
for common shares in the capital of Pathway to be completed by way
of an arrangement ("Proposed Transaction") pursuant to a
plan of arrangement under the Business Corporations Act
(Alberta) (see press release dated
December 22, 2022).
The parties continue to work together in the advancement of due
diligence activities, as well as other matters contemplated by the
non-binding letter of intent dated December
16, 2022 (the "Original LOI") in fulfilment of the
Proposed Transaction. On January 31,
2023 and February 28, 2023,
respectively, the parties signed an amending agreement and second
amending agreement (collectively, the "LOI Amending
Agreements", and together with the Original LOI, the
"LOI") in each case to extend certain deadlines as set out
in the Original LOI. Pursuant to the terms of the LOI Amending
Agreements, the parties agreed, among other things, to extend the
date upon which the LOI may be terminated upon written notice by
any party in the event a definitive agreement for the Proposed
Transaction has not been entered into (the "Termination
Date"). In accordance with the terms of the LOI Amending
Agreements, the Termination Date was extended from January 31, 2023 to February 28, 2023, and subsequently to
March 31, 2023 (the
"Extension"). In consideration of the Extension, and the
measurable benefit received by the Corporation in light of its
financial circumstances, Pathway agreed to pay to HEAL a one-time
fee (the "Deal Extension Fee") in the amount of CDN$1,140,510, the payment of which is to be made
in connection with completion of the Proposed Transaction.
Pathway may, in accordance with applicable corporate and securities
laws and regulatory approvals, satisfy the Deal Extension Fee in
full by issuing to HEAL in connection with the completion of the
Proposed Transaction, that number of Pathway common shares
calculated by dividing the aggregate Deal Extension Fee by
$0.05. Mainly due to negotiated
adjustments in the relative valuations of all three parties,
management currently anticipates the current holders of Pathway
shares would own more than the previously announced estimated 34%
of the issued and outstanding shares of the resulting issuer after
giving effect to the Proposed Transaction, taking into account the
extension fee and the additional convertible bridge loan announced
on February 3, 2023.
The Corporation expects to announce additional details regarding
the Proposed Transaction when a definitive agreement is executed,
which is expected in Q1 2023. No assurances can be made that
the parties will successfully negotiate and enter into a definitive
agreement, or that the Proposed Transaction will be consummated on
the terms or timeframe currently contemplated, or at all.
About Pathway
Pathway is an integrated healthcare company that provides
products and services to patients suffering from chronic pain and
related conditions. The Corporation owns and operates eleven
community-based clinics across four provinces where its team of
health professionals work together to help patients through a
variety of evidence-based approaches and products, including
medical cannabis. Pathway'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 is also the leading
provider of medical cannabis services in Canada and has established itself as the
leading partner with national and regional pharmacy companies for
the delivery of medical cannabis services to their customers.
Pathway is working with several pharmacy companies on the
development of Cannabis Health Products (CHPs) for OTC product
distribution through retail pharmacy locations across the country
following anticipated changes to the Cannabis Act
(Canada).
For more information, visit Pathway's website:
www.pathwayhealth.ca
About The Newly Institute
The Newly Institute Inc., a Calgary, Alberta based
private company, believes mental health treatment is in
drastic need of a paradigm shift. Their vision is to
provide long-lasting change within the industry, community and
patients. They have pioneered an intensive
bio-psycho-social-spiritual treatment model that can be
supplemented by medically managed psychedelic-assisted
therapies when appropriate. Their medical professionals help
patients overcome deeply embedded traumas, addiction and pain
that are preventing them from living fully
in their everyday lives. While their programs are based on
evidence and data, the approach remains personal as it is
vital that people feel safe as together the
patient and The Newly do the difficult
work necessary to achieve wellness.
The company strives to become Canada's largest and
premier operator of inter-disciplinary mental health clinics.
They currently operate clinics in Calgary, Fredericton, and Edmonton with additional locations planned
across Canada.
For more information, visit The Newly Institute's website:
www.thenewly.ca
About HEAL
HEAL, a privately held company existing under the laws of the
Province of Alberta, was
established with the goal of becoming a global leader in
personalized, curated healthcare.
Cautionary Note Regarding Forward Looking
Statements
This news release includes certain "forward-looking statements"
under applicable Canadian securities legislation, including
statements with respect to the Proposed Transaction, the intention
and timing of entering into a definitive agreement with respect to
the Proposed Transaction, the completion thereof and the timing and
payment of the Deal Extension Fee. 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: the ability of Pathway, HEAL and The Newly
to negotiate satisfactory terms for, and to execute, a definitive
agreement for the Proposed Transaction; the satisfaction of all
conditions precedent to the completion of the Proposed Transaction,
including receipt of all regulatory and shareholder approvals; the
Corporation's ability to continue as a going concern, 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.
SOURCE Pathway Health Corp.