The Newly Institute, Pathway Health, and HEAL Global Holdings Announce Business, Strategy and Financing Updates in Anticipation of Completion of Proposed Transaction

Highlights

• The Newly Institute, Pathway Health, and HEAL Global Holdings combination to create a leading integrated mental health, chronic pain management, and wellness foundation for growth

• Synergistically designed to address growing $700 billion^[1] global market opportunity for mental health, chronic pain and wellness

• Strategic growth plan in place to expand service offerings, cross-sell, and expand clinical footprint across the country

• Pathway secured additional $1 million secured debt funding from Avonlea-Drewry Holdings Inc. ("ADH"), Pathway's largest indirect shareholder and secured creditor, to support completion of the proposed transaction (see press release dated April 25, 2023)

• $14.5 million^[2] in combined revenue for 2022, with goal for 2023 revenue in the approximate range of $22 to $28 million and target to close 2023 with annualized revenue run rate in the approximate range between $32 to $42 million ^[3]

• Launching $10 million financing to support combined platform and growth plan

Calgary, Alberta--(Newsfile Corp. - April 28, 2023) - The Newly Institute Inc. ("Newly"), Pathway Health Corp. (TSXV: PHC) (FSE: KL1) ("Pathway"), and HEAL Global Holdings Corp. ("HEAL Global") are pleased to announce updates to the anticipated combined business and strategy, including the strategy for the Canadian business (anticipated to operate as "HEAL Canada"), key growth initiatives and financings as well as introduction of the future CEO of the combined company post closing of the previously announced proposed business acquisition, recapitalization and debt restructuring transaction pursuant to the Pathway, HEAL Global and Newly arrangement in accordance with an arrangement agreement among Pathway, HEAL Global and Newly dated March 31, 2023 (see Pathway's press releases dated December 22, 2022, March 1, 2023 and March 31, 2023) (the "Proposed Transaction"). Pursuant to the Proposed Transaction, Pathway expects to change its name to "Global Healthcare Holdings Corp." (https://globalhealthcareholdings.com/) or such other name as the future Pathway board may determine.

Michael Steele, CEO and director of HEAL Global commented, "We are pleased to introduce HEAL Canada as the foundational platform on which Global Healthcare Holdings' broader strategy will be built. We believe HEAL Canada will bring an innovative comprehensive approach to health and wellness through its interdisciplinary intensive out-patient programs. As a combined business, we believe HEAL Canada is exceptionally well positioned to meet the growing demand for individualized holistic medical services and products which are backed by science."

Introducing HEAL Canada
A paradigm shift in mental health and chronic pain management. HEAL Canada brings together Pathway and Newly, innovative leaders in management of chronic pain and mental health, to create Canada's leading comprehensive integrated interdisciplinary health and wellness company providing medically managed intensive outpatient programs ("IOPs") focused on mental health, return-to-work rehabilitation, addiction treatment, medically assisted psychotherapy and interventional pain management to Canadians living with mental illness and/or chronic pain. We believe HEAL Canada is well positioned to address a growing $700 billion^[4] global market opportunity in mental health, chronic pain and wellness. As one of Canada's leading integrated interdisciplinary health and wellness businesses, HEAL Canada will partner with key stakeholders to deliver clinically validated programs and products to at-risk patients at its 14 owned and two affiliate healthcare clinics across the country. HEAL Canada will look to expand its footprint through the addition of greenfield sites and affiliate clinic partnerships as well as look for opportunistic acquisitions.

HEAL Canada's Strategy
Fusing bio-psycho-social treatment models with medically assisted therapies. HEAL Canada's strategy is founded on its unique position at the intersection of mental health, interventional pain management and allied health, providing patients with a holistic suite of programs to promote their well-being. Leveraging an interdisciplinary approach to the delivery of in-clinic services, HEAL Canada's team of specialized practitioners will work synergistically to navigate patients through individualized evidence-based suites of treatments, programs and products.

HEAL Canada's Business Units
HEAL Canada will strategically organize its business into separate units: 1) The Newly Clinic Division branded under The Newly Institute ("Newly") and 2) the Medical Cannabis Division under the TCN branding umbrella ("TCN"):

The Newly Clinic Division - All clinical offerings will come under the Newly unit and will encompass treatment of both mind and body delivered in an integrated interdisciplinary format. Through medically managed IOPs, the Newly unit will focus on addressing mental health, return-to-work rehabilitation, addiction, and providing medically assisted psychotherapy and interventional pain management ("IPM"), for Canadians living with mental illness and/or chronic pain.

As one of Canada's leading organizations providing IOP for at-risk groups, such as veterans and first responders, Newly has established itself as a recognized name among disability firms and worker compensation boards in Canada. The Newly business unit's service offerings will include trauma sensitive yoga, relapse and addiction prevention, eye movement desensitization and reprocessing therapy (EMDR), acceptance commitment therapy (ACT), dialectical behavioural therapy (DBT), cognitive behavioural therapy (CBT), reactivation pain management, infusion therapy, fluoroscopy, and more. To further accommodate growth, the Newly unit will look to leverage telehealth and digital-based tools to facilitate treatments, support patients, and maintain patient engagement.

"The demand for integrated mental health care in Canada is growing at an unprecedented pace," commented Arthur H. Kwan, CEO of Newly, "We are incredibly proud of the fact that The Newly Institute has achieved industry leading clinical outcomes for patients suffering from depression, anxiety and PTSD. Through the anticipated creation of HEAL Canada, we believe we are well-positioned to expand our clinical presence to address the needs and improve the well-being of Canadians across the country. We anticipate aggressively filling capacity utilization at each of our existing The Newly Institute clinic locations, opening 3-5 additional clinics in the near to medium term either as greenfield sites or in partnership with key stakeholders, and introduce new products and services to our patients, including physical rehabilitation programs and traditional interventional pain treatments, with a goal to more than double the revenue generated by The Newly Institute in 2022. We recognize the importance of delivering integrated mental health care services that cater to the unique needs of each individual and we are committed to providing high-quality, accessible and effective mental health care that can help Canadians get back to work and lead happier and healthier lives."

The TCN Medical Cannabis Division - This unit is currently a leading provider of medical cannabis clinical services in Canada and has established itself as the leading partner of national and regional pharmacy companies for the delivery of these services to their customers. This division will look to expand its pharmacy relationships to co-develop programs to better serve their client needs for better health and wellness. The use of cannabinoid based products for medical and wellness purposes is fragmented across a vast number of non-differentiated, generic SKUs and sales channels. We believe distribution and branding will be key to creating differentiation and capturing market share. TCN will be looking to consolidate sales to a limited number of SKUs and product lines that in the future could potentially be developed under control brands with our pharmacy partners. Under current legislation, TCN is curating best-in-class medical products (including products with delivery formats that are better suited for indications being addressed) with the goal to pilot sales through TCN branded e-commerce portals ("MyPath"), currently under development, for increased revenues and streamlining of patient journey under a non-possession sales license. TCN has applied for a cannabis license for federal sale of cannabis products for medical purposes without possession. The application is currently under review.

With the anticipated introduction of legislative framework on the sale and development of Cannabis Health Products ("CHPs") and the recent Health Canada report on CHPs recommending that health products containing cannabidiol should only be available in pharmacies^[5], we believe that TCN will be in an excellent position to benefit from the potentially greater than $2.0B^[6] CHP market opportunity given it's leading positions with pharmacies. TCN currently has contract agreements with over 2,000 pharmacies with the potential for expansion into CHP distribution relationships.

Anticipated Key Benefits to the Proposed Transaction
The Proposed Transaction is expected to provide various benefits, including growth opportunities. Key benefits and growth initiatives may be summarized as follows:

Anticipated increased financial strength. The anticipated increased financial strength of the combined entities is expected to provide enhanced ability to fund the robust pipeline of new clinical locations and growth projects. Greater scale and a national footprint should accelerate reputational recognition across Canada leading to more third-party contracts and increased patient referrals. This in turn should allow the combined entities to accelerate the pace of clinical expansion and time frame to reach capacity at its clinics resulting in faster and greater anticipated profitability.

Creates a larger ecosystem - The combined entities will create a larger ecosystem for patients who could benefit from access to a broader and more extensive range of services and/or products at more locations leading to the potential for increased revenue per patient without increasing per patient retention costs. The expected improved client outcomes from treatment of both mind and body, as well as patient engagement through technology targeted for development, should lead to better patient retention in the combined ecosystem.

Increased patient base - This combined client list is anticipated to be in excess of 350,000 patients within HEAL Canada's end-to-end mental health and pain database. A targeted marketing strategy will leverage this database for increased future sales. As a combined business, there are stronger opportunities for potential cross-selling of services and services.

Anticipated synergies - The combined, corporate overhead can be leveraged across larger scale operating divisions. Economies of scale also allows opportunity for costs savings from greater purchasing power. Many of the costs of running clinics can benefit from economies of scale, such as technology, the sharing of HCPs and administrative medical staff, and back-office support functions.

Key Growth Initiatives
Leveraging a Strong Foundation in Canada to Drive Future Growth. HEAL Canada's growth strategy is founded on four key pillars: greenfield development, service expansion, international expansion and strategic acquisitions.

Greenfield Development - Heal Canada has developed a domestic growth strategy to expand the clinical footprint in key markets including Nova Scotia, British Columbia, Newfoundland and Labrador and Ontario. HEAL Canada will look to leverage existing relationships with key partners and putting in place agreements to de-risk expansion and market entry.

Service Expansion - HEAL Canada will look to improve operating leverage and overall clinic utilization by opportunistically identifying new value-added medical services, products and/or programs to its clinical offerings.

International Expansion - As a foundational asset for Global Healthcare Holdings, HEAL Canada's clinical infrastructure and operating procedures is expected to be adapted for potential expansion into international markets. HEAL Canada has been monitoring health and wellness trends in the United States and several European countries as it looks to develop an international expansion strategy.

Strategic Acquisitions - Leveraging the combined management team's significant experience in strategic acquisitions, HEAL Canada will look to expand its presence and supplement its service offerings through select additions to its asset base. HEAL Canada has developed a robust pipeline of acquisition targets including independent clinic operations, ancillary administration service providers, and medical cannabis clinics with significant patient bases.

"We believe simplified patient access and world leading outcomes will establish HEAL Canada as a foundational platform for replication in key markets across United States and Europe," commented Ken Yoon, CEO at Pathway. "Based on our current pipeline and visibility into the market, we are excited by the opportunity to supplement organic growth through acquisitions and the introduction of value-added services."

Outlook and Key Growth Drivers
The combined revenue of Pathway, Newly and HEAL Global for the year ended 2022 was approximately $14.5M^[7]. HEAL Canada anticipates the following growth drivers will be key contributors to its targeted 2023 revenue:

• Drive Newly clinical revenues through cross selling of new services and increased referral sources

• Expand insurer payor base to support new clinic development in British Columbia, Ontario, Nova Scotia and Newfoundland

• Integrate clinical services and patient referral networks across the clinic base

• Launch integrated rehabilitation programs for veterans and first responders in British Columbia, Ontario, Alberta and Nova Scotia

• Continued consolidation and acquisition of key medical cannabis clinic targets

Financing
To support the integration, operations, and drive growth of HEAL Canada, a private placement financing with minimum aggregate proceeds of $10 million ("Private Placement") is planned for concurrent closing with completion of the Transaction (a condition to completion of the Transaction). It is anticipated that the Private Placement will be completed through one or more equity, debt or convertible debt private placement financings. The terms of the Private Placement remain subject to the approval of Newly, Pathway and HEAL, each acting reasonably, and will include a non-brokered private placement for Pathway Shares for a targeted minimum aggregate proceeds of $500,000 to be subscribed for by management of Pathway and other Pathway associates and related parties. The remaining portion of the Private Placement may be conducted on a "brokered" or on a "non-brokered" basis with or without agents or a syndicate of agents (the "Agents"). Pathway, in its discretion, may pay commissions on the gross proceeds raised under the Private Placement customary of a transaction of this size and nature to the Agents or to individual registrants (including selling group members) and payable upon closing of the Private Placement. Further particulars of the Private Placement will be disseminated in a news release to be issued upon finalization of the terms of the Private Placement.

As announced April 25, 2023, Pathway secured additional $1 million secured debt funding from ADH, Pathway's largest indirect shareholder and secured creditor, to support the completion of the Proposed Transaction (see press release dated April 25, 2023).

New Leadership
Post completion of the Proposed Transaction, Global Healthcare Holdings will come under the new leadership of Michael Steele as CEO and Chairman of the Board of Directors. Mr. Steele is a serial entrepreneur with over forty years of international business experience in a multitude of industries from mining, oil and gas, food processing, real estate, and more recently his passion for healthcare. Currently the President and Founder of The Steele Family Foundation, his global experiences in philanthropic endeavours for children have strengthened his resolve to build a patient-focused healthcare company based on the principles of trust and transparency. Mr. Steele graduated from the University of Waterloo with a PEng in civil engineering and received his MBA in 1981.

About Pathway Health Corp.
Pathway is an integrated healthcare company that provides products and services to patients suffering from chronic pain and related conditions. The Corporation owns and operates eleven community-based clinics across five 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 further information, please contact:

Ken Yoon, CEO or
Robin Cook, Corporate Development
(416) 809-1738
robin.cook@pathwayhealth.ca

Or visit Pathway's website: www.pathwayhealth.ca.

About The Newly Institute Inc.
The Newly Institute Inc., a Calgary, Alberta based private company, believes mental health treatment is in drastic need of a paradigm shift. Their vision is to provide long-lasting change within the industry, community and patients. They have pioneered an intensive bio-psycho-social-spiritual treatment model that can be supplemented by medically managed psychedelic-assisted therapies when appropriate. Their medical professionals help patients overcome deeply embedded traumas, addiction and pain that are preventing them from living fully in their everyday lives. While their programs are based on evidence and data, the approach remains personal as it is vital that people feel safe as together the patient and The Newly do the difficult work necessary to achieve wellness.

The company strives to become Canada's largest and premier operator of inter-disciplinary mental health clinics. They currently operate clinics in Calgary, Fredericton, and Edmonton with additional locations planned across Canada.

For further information, please contact:

Arthur Kwan, CEO
(825) 540-4042
info@thenewly.ca

Or visit The Newly Institute's website: www.thenewly.ca.

About HEAL Global Holdings
HEAL, a privately held company existing under the laws of the Province of Alberta, was established with the goal of becoming a global leader in personalized, curated healthcare.

For further information, please contact:

Michael Steele, CEO
(416) 464-8960
steeleconsult@aol.com

Cautionary Notice Regarding Forward-Looking Statements and Information
This press release contains forward-looking statements and information (collectively, "forward-looking information"). The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends", "potential", "pro forma" and similar expressions are intended to identify forward-looking information. Forward-looking information presented in such statements or disclosures may, among other things, relate to: the anticipated benefits and growth initiatives from the Proposed Transaction including, but not limited to, anticipated cost savings; the anticipated Private Placement; the expected management of Pathway following the completion of the Proposed Transaction; combined operational and financial information and the nature of Pathway's operations following completion of the Proposed Transaction including Pathway's business outlook following the completion of the Proposed Transaction; plans and objectives of management for future operations; and anticipated operational and financial performance.

The forward-looking information in this press release is based (in whole or in part) upon factors and assumptions which may cause actual results, performance or achievements of Newly, Pathway or HEAL Global, to differ materially from those contemplated (whether expressly or by implication) in the forward-looking information. Those factors and assumptions are based on information currently available to Newly, Pathway and HEAL Global, including information obtained from third party sources and assumptions. Neither Newly, Pathway nor HEAL Global assumes any responsibility for the accuracy or completeness of such third-party information. Actual results or outcomes may differ materially from those expressed or implied by forward-looking information. Various factors and assumptions have been considered and made in respect of forward-looking information including: the receipt of the necessary approvals in respect of, and completion of, the Proposed Transaction; no material changes in the legislative and operating framework for the business of Newly, Pathway and HEAL Global, as applicable; no material adverse changes in the business of any or all of Newly, Pathway and HEAL Global; the ability of Pathway to obtain necessary financing; that a superior proposal will not emerge in respect of any party; the realization of the anticipated benefits and other synergies and cost savings of the Proposed Transaction; risks regarding the integration of the businesses of each of Newly, Pathway and HEAL Global; the assessment of the value of Newly, Pathway and (or) HEAL Global; no significant event occurring outside the ordinary course of business of Newly or Pathway, as applicable; and the assumptions relating to targeted revenue and annualized revenue run rates set forth elsewhere in this news release.

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; 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 news release are made as of the date of this news 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.

This news release contains future-oriented financial information and financial outlook information (collectively, "FOFI") about estimated targeted revenue and annualized revenue run rates, all of which are subject to the same assumptions, risk factors, limitations, and qualifications as set out in the above paragraph. Actual financial results may vary from the amounts set out herein and such variation may be material. Management believes that the FOFI has been prepared on a reasonable basis, reflecting management's best estimates and judgements. However, because this information is subjective and subject to numerous risks, it should not be relied on as necessarily indicative of future results. Except as required by applicable securities laws, neither Newly, Pathway nor HEAL Global undertakes any obligation to update each FOFI. FOFI contained in this news release was made as of the date hereof and was provided for the purpose of providing further information about anticipated future business operations on an annual basis. Readers are cautioned that the FOFI contained in this news release should not be used for purposes other than for which it is disclosed herein.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.

---

^[1] Research and Markets, 2021; P&S Intelligence, 2021

^[2] Unaudited consolidated revenue figures of Pathway Health Corp (including its 51% owned subsidiary 10030712 Manitoba) and The Newly Institute Inc.

^[3] Key assumptions to attain targeted revenue (which are the consolidated figures of Pathway Health Corp (including its 51% owned subsidiary 10030712 Manitoba) and The Newly Institute Inc.) include but are not limited to: reaching planned capacity utilization at existing and planned new clinics; the ability to hire the appropriate number of healthcare professionals in the targeted timeframe to support growth in key markets; the ability to fund the capital requirements for new clinics as well as expansion and other growth projects; opening 3 - 5 Newly clinics in the near to medium term; obtaining contracts with the appropriate payors to support the clinical locations; integrating clinical services and patient referral networks across the combined clinic ecosystem; launching integrated rehabilitation programs for veterans and first responders in at least 4 cities across Canada; continued consolidation and acquisition of the medical cannabis space, including acquiring 2 large medical cannabis clinic businesses; increasing the conversion rate of patients seen in the medical cannabis virtual clinics; obtaining approval for a non-possession cannabis sales license from Health Canada and launching an e-commerce portal on the assumed timelines.

^[4] Research and Markets, 2021; P&S Intelligence, 2021.

^[5] Review of cannabidiol: Report of the Science Advisory Committee on Health Products Containing Cannabis: https://www.canada.ca/en/health-canada/corporate/about-health-canada/public-engagement/external-advisory-bodies/health-products-containing-cannabis/review-cannabidiol-health-products-containing-cannabis.html#a6.

^[6] https://chfa.ca/en/regulatory/CBD-Economic-Report.

^[7] Unaudited consolidated revenue figures of Pathway Health Corp (including its 51% owned subsidiary 10030712 Manitoba) and The Newly Institute Inc.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/164077