PATHWAY ANNOUNCES FIRST DRAW-DOWN UNDER BRIDGE LOAN

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

TORONTO, Feb. 9, 2023 /CNW/ - Pathway Health Corp. (TSXV: PHC) ("Pathway" or the "Company") is pleased to announce that, further to its press release of February 3, 2023, it has elected to draw down $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 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 8, 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 nin 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.

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 listing of the Warrants and Common Shares. 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 Common Shares, accrued and unpaid interest thereon the Warrants, 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 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.