/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
TORONTO, March 28,
2023 /CNW/ - Pathway Health Corp. (TSXV: PHC)
("Pathway" or the "Company") is pleased to announce
that, further to its press releases of February 3, 2023, February
9, 2023 and February 17, 2023,
it has made its third and final draw in the amount of $250,000 (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 was completed
February 8, 2023 and the second draw
was completed February 17, 2023, each
in the amount of $500,000.
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 5,000,000 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 March 28,
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 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 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.