PATHWAY ANNOUNCES VOTING RESULTS FOR THE 2023 ANNUAL AND SPECIAL MEETING

TORONTO, May 31, 2023 /CNW/ - Pathway Health Corp. (TSXV: PHC.V) (Frankfurt: KL1) ("Pathway" or the "Company") announced the voting results from its annual meeting of shareholders held on May 30, 2023.

"We are very pleased with the outcome of the results of the Annual and Special Meeting. With the approval of the plan of arrangement by the shareholders, we look forward to completing the next steps to close the plan of arrangement, including completing a planned $10 million financing to support the growth of the combined entity," said Ken Yoon, CEO of Pathway. "We believe this transaction will strengthen the Company and provide additional value to shareholders."

Election of Directors

The Company's shareholders have approved to fix the number of directors at 5 members.

In addition, Alison Wright, Kenneth Howling, Ken Yoon, Mark Goldhar and Rakesh Jetly are elected directors of the Company to serve until the next annual meeting of shareholders or until such time as their successors have been elected or appointed.

Appointment of Auditors

The Company's shareholders have approved the appointment of MNP LLP as the auditor of Pathway to hold office until the next annual meeting of shareholders.

Share Option Plan

The Company's shareholders have approved the adoption of the share option plan ("Option Plan") by the Company. Details of the proposed Option Plan were set forth in the Joint Information Circular and the resolution was also set forth in the Joint Information Circular.

Restricted Share Unit Resolution

The Company's disinterested shareholders have approved the adoption of the restricted share unit plan ("RSU Plan") by the Company. Details of the proposed RSU Plan were set forth in the Joint Information Circular and the resolution was also set forth in the Joint Information Circular.

Pathway Arrangement Resolution

The Company's disinterested shareholders have approved a plan of arrangement involving the Company, HEAL Global Holdings Corp. ("HEAL") and The Newly Institute Inc. ("Newly") and their respective shareholders or securityholders, in respect of the acquisition by Pathway of all the issued and outstanding common shares of HEAL and all the issued and outstanding common voting shares of the Newly (other than Newly shares held by HEAL), referred to as the Pathway Arrangement Resolution, as further set out and described in the Joint Information Circular.

The Arrangement remains subject to approval of the Alberta Court of King's Bench (the "Court") and the satisfaction or waiver of other conditions, including completion of a private placement for aggregate gross proceeds of not less than $10 million (the "Private Placement").

Consolidation Resolution

The Company's shareholders have approved a future consolidation of the Company's issued and outstanding common shares on the basis of one post-consolidation common share for up to five pre-consolidation common shares, referred to as the Consolidation Resolution, as further set out and described in the Joint Information Circular.

Re-issuance Resolution

The Company's disinterested shareholders have approved a grant or issuance of any security-based compensation within one year of the cancellation of certain out-of-the-money options to the holders of such options, referred to as the Re-issuance Resolution, as further set out and described in the Joint Information Circular.

Pathway is an integrated healthcare company that provides products and services to patients suffering from chronic pain and related conditions. The Company 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

This press release contains certain forward-looking statements. In certain cases, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". In particular, this news release contains forward-looking information pertaining to the following: statements regarding the Arrangement, including with respect to the benefits of the Arrangement and expectations regarding the combined company; the ability of Pathway, The Newly and HEAL to satisfy the conditions to and to complete the Arrangement; the terms and conditions of the proposed Private Placement; use of proceeds from the Private Placement; and expectations regarding the impact of the Arrangement on Pathway, The Newly and HEAL, including in respect of anticipated financial and operating results, strategy and business, and on stakeholders in general.

Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to 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. 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.

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.

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