Pathway Health Corp. Announces Warrant Extension

TORONTO, May 30, 2023 /CNW/ - Pathway Health Corp. (TSXV: PHC) (Frankfurt: KL1) ("Pathway" or the "Company"), announces that the Company intends to extend the exercise period of a total of 13,800,000 share purchase warrants, all of which are exercisable at $0.75 per common share (collectively, the "Warrants"). The Warrants were issued pursuant to a private placement of subscription receipts which closed on March 16, 2021, and pursuant to which the underlying warrants were issued on June 1, 2021. The Company proposes to extend the expiry dates for these Warrants by 90 days and accordingly, the new expiry dates for the Warrants will be August 30.

All other terms and conditions of the Warrants remain unchanged. The Warrant extension is subject to acceptance by the TSX Venture Exchange.

A total of 140,000 Warrants are held by parties who are considered to be "related parties" of the Company. Therefore, the amendment of Warrants constitutes a "related party transaction" as contemplated by Multilateral Instrument 61-101 Protection of Minority Shareholders in Special Transactions, and TSXV Policy 5.9 - Protection of Minority Shareholders in Special Transactions. However, the exemptions from formal valuation and minority approval requirements provided for by these guidelines can be relied upon as the fair market value of the Warrants does not exceed 25% of the market capitalization of the Company. A material change report in respect of this related party transaction will be filed by the Company.

Forward-Looking Statements

This news release contains forward-looking statements, which relate to future events or future performance and reflect management's current expectations and assumptions, including the acceptance of the extension to the term of the warrants by the TSX Venture Exchange. Such forward-looking statements reflect management's current beliefs and are based on assumptions made by and information currently available to the Company. Investors are cautioned that these forward looking statements are neither promises nor guarantees, and are subject to risks and uncertainties that may cause future results to differ materially from those expected. These forward-looking statements are made as of the date hereof and, except as required under applicable securities legislation, the Company does not assume any obligation to update or revise them to reflect new events or circumstances except as required by applicable law. All of the forward-looking statements made in this press release are qualified by these cautionary statements and by those made in our filings with SEDAR in Canada (available at www.sedar.com).

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.

SOURCE Pathway Health Corp.