Calgary, Alberta – (Newsfile Corp. – May 31, 2021) – Pathway Health Corp. (TSXV: PHC) (formerly Colson Capital Corp.) (“Path“or the”Company“) is pleased to announce that it has received conditional approval from the Exchange for the closing of, and has completed its previous announcement”Qualifying transaction“(as defined in Policy 2.4 of the TSX Venture Exchange (the”Exchange“) involving a share exchange transaction (the”Transaction“) pursuant to which the Company acquired all of the issued and outstanding shares of Pathway Health Services Corp. (formerly Pathway Health Corp.) (“Old way“) in exchange for common shares in the capital of the company. As a result of the transaction, Old Pathway became a wholly owned subsidiary of the company. In addition, the company is pleased to announce the exchange of subscription receipts (“Subscription receipts“) issued by Old Pathway in connection with the previously announced private placement offering of subscription receipts undertaken in connection with the transaction, as detailed in the Company’s press release dated March 16, 2021. The Offer subscription receipt was made through a syndicate of agents, led by Canaccord Genuity Corp., and included iA Private Wealth Inc. and Leede Jones Gable Inc., for total gross proceeds of $ 13,800,000 Pursuant to the terms of the Subscription Receipt Agreement, net proceeds of approximately $ 12.6 million were returned to the Company upon completion of the transaction.
A filing statement relating to the transaction has been prepared in accordance with the requirements of the Bourse and has been filed under the Company’s Issuer Profile on SEDAR at the following address: www.sedar.com.
Prior to the transaction, the company consolidated its issued and outstanding common shares on a 2.941 to 1 basis (each post-consolidation common share, a “Common share“) and changed its name to” Colson Capital Corp. “to” Pathway Health Corp. “The company’s new CUSIP number for common stock is 70324L105 and the new ISIN for common stock is CA70324L1058. Shareholders of the company are not required to take any actions regarding the name change or consolidation and are not required to exchange existing certificates bearing the old name of the company. The company’s transfer agent, AST Trust Company (Canada), will send registered shareholders a new advice on the direct registration system (“DRS“) representing the number of ordinary shares held by these shareholders.
The transaction was completed in accordance with the terms of the share exchange agreement dated January 29, 2021, as amended, pursuant to which 90,252,819 common shares were issued to former shareholders of Old Pathway (including 27,600,000 common shares to former holders of subscription receipts), at a deemed price of $ 0.50 per common share.
The final acceptance of the transaction will occur when the final exchange form is issued by the Stock Exchange. Subject to final acceptance by the Exchange, the common shares are expected to begin trading on the Exchange under the symbol “PHC” on or around June 10, 2021, and the Company will be classified as a Category 2 issuer in accordance with the policies. of the Stock Exchange.
As part of the transaction, the company’s existing board of directors was reconstituted and now consists of the following: Michael Steele, Kenneth Howling, Alison Wright and Ken Yoon. In addition, the board appointed Ken Yoon as CEO and Corporate Secretary, Aura Balboa as CFO, Wayne Cockburn as Chairman, Kim Wei as Chief Commercial Officer, Renee John as Chief Financial Officer. as Vice President – Clinical Operations and Pram Sandhu as Vice President. – Pharmacy and regulatory affairs programs.
The capital structure
Upon completion of the transaction, including the conversion of subscription receipts, the issued and outstanding share capital of the Company consists of 93,108,990 common shares, including the 27,600,000 common shares issued upon conversion. subscription receipts.
A total of 53,043,334 common shares will be subject to escrow agreements, including 816,048 common shares originally issued to officers of the company upon registration of the company as a “private equity firm” (the “CPC Escrow Shares“) and 52,227,286 ordinary shares issued to principals in connection with the transaction (the”Value Escrow ActionsAll of CPC’s escrow shares will be 25% released from escrow on the date of the final trade slip, with an additional 25% every six months thereafter. Value escrow shares are subject to a level 2 security escrow contract, and will be released from escrow more than 36 months from the date of the final Exchange Bulletin, with 10% released upon listing.
A total of 52,227,286 common shares (the “Blocked actions“) are subject to voluntary blocking agreements (the”Blocking agreements“) entered into in connection with the financing of the subscription receipt. Under the terms of the lock-up agreements, the lock-up shares are prohibited from transfer and will be released according to the following schedule: (i) 50% of the lock-up the -up Shares will be released at the date which is six months from the completion of the Transaction, and (ii) 50% of the Lock-in Shares will be released on the date which is one year from the date of the Transaction.
The Company also has 16,188,228 ordinary shares reserved for issuance following the exercise or conversion of:
- 13,800,000 ordinary share subscription warrants;
- 2,096,228 broker warrants;
- 292,000 common shares issuable as contingent consideration payable pursuant to the terms of: (i) a convertible grid promissory note dated January 18, 2021 issued by Old Pathway on behalf of NACM Management Ltd.; and (ii) a Takeover and Modification Agreement dated January 18, 2021 between Old Pathway and National Access Canada Corporation.
For more information regarding the Transaction and the above questions, please refer to the Company’s filing statement dated May 31, 2021 or the Company’s press releases dated March 16, 2021, February 2, 2021 and November 30, 2020.
Investor relations contract
The Company also announces that it has engaged The Howard Group Inc. (“TGHI“) for the provision of investor relations advisory services to the Company, consisting of marketing communications and advisory services, in accordance with the policies and guidelines of the Exchange. THGI will focus on expanding the audience of Company investors and online media management Under the terms of the agreement, THGI will receive fees in the amount of $ 8,000 per month, for a period of one year expiring in February 2022.
TGHI is a Calgary, Alberta-based company that has been providing investor relations and finance, business development solutions and in-depth strategic planning to public companies since 1988. The agreement with TGHI will be filed and available on the SEDAR profile of the company at the following address: www.sedar.com.
Results of the Colson shareholders’ meeting regarding the transition to certain new provisions of the SCP policy
The Company also announces certain changes to the escrow arrangements made by Colson Capital Corp. (“Colson“) before and in connection with the Transaction, as summarized below.
Elimination of the consequences of failure to complete an eligible transaction within 25 months of the listing date
Prior to the changes to stock exchange policy 2.4 – Joint-stock companies on January 1, 2021 (the “New CPC policy“), there were certain consequences if a Qualifying Transaction was not completed within 24 months of the listing date of the private equity company. These consequences included the possibility of shares being delisted or suspended, or, subject to the approval of the majority of the company’s shareholders, transferring shares to listing on NEX and canceling certain seed shares. CPC’s new policy removed these consequences assuming that disinterested shareholder approval be obtained Colson’s disinterested shareholders voted in favor of the resolution to remove these consequences at its shareholders’ meeting held on March 31, 2021.
Amendments to the Escrow Agreement
Prior to the changes to the new CPC policy, the “seed shares” of a capital pool company were subject to a 36-month escrow in the event that the resulting issuer (as defined in CPC new policy) was a Level 2 issuer. CPC’s new policy allows for such an 18 month escrow period assuming disinterested shareholder approval is obtained. At the March 31, 2021 meeting, disinterested Colson shareholders voted in favor of the resolution to make certain changes to the CPC escrow agreement, including allowing escrow securities of the company to be submitted. to an 18 month escrow release schedule, as detailed in the new CPC. Policy, rather than the 36-month escrow release schedule in the old CPC policy. The changes only apply to escrow securities issued before the trade was completed, and the escrow agreement was amended and updated on May 28, 2021.
For more information, please contact:
Pathway Health Corp.
Wayne Cockburn, President
Telephone: (905) 505-0770
CAUTION REGARDING FORWARD-LOOKING INFORMATION
This press release includes certain “forward-looking statements” under applicable Canadian securities laws, which may include, but are not limited to, statements relating to obtaining the final report on the Bourse. Forward-looking statements are necessarily based on a number of estimates and assumptions which, although considered reasonable, are subject to risks, uncertainties and other known and unknown factors which may cause actual results and events to occur. futures differ materially from those expressed or implied. by these forward-looking statements. These factors include, but are not limited to: general uncertainties about business, economy, competition, politics and society; 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. Therefore, readers should not place undue reliance on forward-looking statements. Colson and Pathway disclaim any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
Neither the Bourse nor its regulatory services provider (as that term is defined in the policies of the Bourse) accepts responsibility for the adequacy or accuracy of this press release. The TSX Venture Exchange Inc. has in no way decided the merits of the transaction and has neither approved nor disapproved the contents of this press release.
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