/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
TORONTO, March 16, 2021 /CNW/ - Pathway Health, Corp.
("Pathway" or the "Company"), a subsidiary of The
Clinic Network Canada Inc., and Colson Capital Corp. (TSXV: COLSP)
("Colson"), a capital pool company listed on the TSX Venture
Exchange (the "Exchange"), are pleased to announce that
Pathway has completed the previously announced private placement
(the "Private Placement") in connection with the previously
announced proposed reverse take-over of Colson by Pathway (the
"Qualifying Transaction").
The Private Placement was completed through a syndicate of
agents, led by Canaccord Genuity Corp., and included iA Private
Wealth Inc. and Leede Jones Gable Inc. (collectively, the
"Agents"). Pursuant to the Private Placement, Pathway issued
27,600,000 subscription receipts (the "Subscription
Receipts") at a price of $0.50
per Subscription Receipt for aggregate gross proceeds of
$13,800,000. The gross proceeds from
the Private Placement, less a portion of the fees and expenses of
the Agents (the "Escrowed Funds"), have been delivered to
AST Trust Company (Canada)
("AST"), as the subscription receipt agent. The Escrowed
Funds shall be held by AST until the waiver and/or satisfaction of
certain escrow release conditions, including, but not limited to,
the completion, satisfaction or waiver of all conditions precedent
to the Qualifying Transaction (other than the release of the
Escrowed Funds), the receipt of all shareholder and regulatory
approvals required for the Qualifying Transaction and other
customary escrow conditions for a transaction of this nature as
described in the Company's press release dated February 2, 2021 (the "Escrow Release
Conditions").
The Private Placement was completed in connection with the
Qualifying Transaction between the Company and Colson, initially
announced on November 30, 2020 and
updated on February 2, 2021. Subject
to approval by the Exchange, the Qualifying Transaction will be
completed by way of a share exchange agreement dated January 29, 2021 between the Company,
Colson and each of its securityholders (the "Share Exchange
Agreement"). Pursuant to the Share Exchange Agreement,
Colson shall purchase all of the issued and outstanding shares
of Pathway in exchange for the issuance of post-consolidation
common shares in the capital of Colson, resulting in the reverse
take-over of Colson by Pathway to form the resulting issuer (the
"Resulting Issuer"). Upon completion of the Qualifying
Transaction, it is the intention of the parties that the Resulting
Issuer will continue on the business of Pathway.
Upon satisfaction of the Escrow Release Conditions, each
Subscription Receipt will be automatically exchanged, without
payment of any additional consideration, for units ("Units")
of Pathway, each Unit will be comprised of one Class A share of
Pathway (each a "Pathway Share") and one-half of a Pathway
Share purchase warrant (each whole Pathway Share purchase warrant,
a "Pathway Warrant"). Each Pathway Share and each Pathway
Warrant will, in accordance with the Share Exchange Agreement,
subsequently be exchanged for one common share of the Resulting
Issuer ("Resulting Issuer Shares") and one common share
purchase warrant of the Resulting Issuer ("Resulting Issuer
Warrants"). In addition, the Agent's Warrants will also be
exchanged for equivalent instruments of the Resulting Issuer
exercisable for Resulting Issuer Shares.
Aside from: Wayne Cockburn, an
officer of Pathway; Ken Yoon, an
officer of Pathway; Aura Balboa, an
officer of Pathway; and Kim Wei, an
officer of Pathway, and his spouse, none of the Non-Arm's Length
Parties (such term as defined in the policies of the Exchange) to
the Company and Colson participated in the Private
Placement.
A portion of the net proceeds raised from the Private Placement
will be used by Pathway to pay a promissory note in relation to the
acquisition of assets from The Clinic Network Canada Inc. and the
remainder will be used for general working capital.
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, 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.
For more information, visit Pathway Health's website:
www.pathwayhealth.ca
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities in
the United States. The securities
have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities
Act") or any state securities laws and may not be offered or
sold within the United States or
to U.S. Persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
Completion of the Qualifying Transaction is subject to a
number of conditions, including but not limited to, Exchange
acceptance and, if applicable, pursuant to Exchange requirements,
majority of the minority shareholder approval. Where applicable,
the Qualifying Transaction cannot close until the required approval
is obtained. There can be no assurance that the Qualifying
Transaction will be completed or at all.
Investors are cautioned that, except as disclosed in the
management information circular or filing statement to be prepared
in connection with the Qualifying Transaction, any information
released or received with respect to the Qualifying Transaction may
not be accurate or complete and should not be relied upon. Trading
in the securities of a capital pool company should be considered
highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the
merits of the proposed Qualifying Transaction and has
neither approved nor disapproved the contents of this press
release.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
INFORMATION
This news release includes certain "forward-looking
statements" under applicable Canadian securities legislation.
Forward-looking statements include, but are not limited to,
statements with respect to: the terms and conditions of the
proposed Qualifying Transaction; the terms and conditions of the
proposed Private Placement; use of funds; and the business and
operations of Pathway after completion of the proposed Qualifying
Transaction. 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: general business, economic, competitive, political and
social uncertainties; delay or failure to receive board,
shareholder or regulatory 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 and
Colson disclaim 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.
SOURCE Pathway Healthcare Corp.
