The Newly Institute Inc. Announces Special Meeting of Securityholders and Receipt of Interim Court Order for Plan of Arrangement

Calgary, Alberta--(Newsfile Corp. - April 27, 2023) - The Newly Institute Inc. ("Newly" or the "Company") today announced the joint information circular and proxy statement (the "Circular") and related materials will be mailed on May 2, 2023 for the special meeting (the "Special Meeting") of the Company's shareholders, optionholders and warrantholders (the "Securityholders") to vote on the previously announced plan of arrangement (the "Transaction") pursuant to which it is proposed that Pathway Health Corp. ("Pathway") will acquire all of the outstanding common shares in the capital of capital of HEAL Global Holdings Corp. ("HEAL") and all of the outstanding common shares in the capital of the Company (the "Newly Shares") (other than those Newly Shares held by HEAL).

The Circular and related materials will be filed publicly by Pathway under its issuer profile on SEDAR at www.sedar.com.

Voting at Special Meeting

The Special Meeting will be held on May 30, 2023 at 9:30 a.m. (Calgary time) at the Calgary Petroleum Club, Cardium Room, 319 - 5^th Avenue S.W. in Calgary, Alberta. At the Special Meeting, Securityholders will consider, and, if deemed advisable, pass, with or without variation a special resolution to approve the Transaction. In connection with the Transaction, the shareholders of the Company (the "Shareholders") will consider, and, if deemed advisable, pass, with or without variation, a special resolution to approve the continuance of the Company from the federal jurisdiction of Canada under the Canada Business Corporations Act to the provincial jurisdiction of Alberta under the Business Corporations Act (Alberta) (the "Continuance").

The Circular, form of proxy, voting instruction form and letter of transmittal, as applicable, for the Special Meeting contain comprehensive information with respect to how Securityholders may vote on the matters to be considered at the Special Meeting. Only Securityholders of record as of the close of business on April 25, 2023 are eligible to vote at the Special Meeting.

The deadline for completed proxies to be received by the Company's transfer agent is Friday, May 26, 2023 at 9:30 a.m. (Calgary time).

Receipt of Interim Court Order

The Company today also announced that on April 25, 2023 an interim order was granted by the Alberta Court of King's Bench (the "Court") regarding the Transaction (the "Interim Order"). The Interim Order, among other things, authorizes the Company to proceed with various matters, including the holding of the Special Meeting to consider and vote on the Transaction and Continuance.

Subject to the receipt of the requisite Pathway and HEAL shareholder approvals, Securityholder approvals and other necessary approvals, the Transaction is expected to close in mid-June, 2023.

About The Newly Institute

Newly is a Calgary, Alberta based private company, that believes mental health treatment is in drastic need of a paradigm shift. Our vision is to provide long-lasting change within the industry, our community and with our patients. We have pioneered an intensive bio-psycho-social treatment model that can be supplemented by medically managed psychedelic-assisted therapies when appropriate. Our medical professionals help patients overcome deeply embedded traumas, addiction and pain that are preventing them from living fully in their everyday lives. While our programs are based on evidence and data, our approach is personal as we know it is vital that people feel safe as together we do the difficult work necessary to achieve wellness. The Company is on track to becoming Canada's largest and premier operator of inter-disciplinary mental health clinics. We currently operate clinics in Calgary, Alberta, Edmonton, Alberta and Fredericton, New Brunswick with additional locations planned for several more Canadian cities.

Forward-Looking Statements

Certain statements included in this news release constitute "forward-looking information" as defined under applicable Canadian securities legislation. The words "will", "intends", "expects" and similar expressions are intended to identify forward-looking information, although not all forward-looking information will contain these identifying words. Specific forward-looking information contained in this news release includes but is not limited to statements regarding: the mailing of the Circular and related materials; the timing of the Special Meeting and the completion of the Transaction. These statements are based on factors and assumptions related to historical trends, current conditions and expected future developments. Since forward-looking information relates to future events and conditions, by its very nature it requires making assumptions and involves inherent risks and uncertainties. Newly cautions that although it is believed that the assumptions are reasonable in the circumstances, these risks and uncertainties give rise to the possibility that actual results may differ materially from expectations. Material risk factors include the requisite approvals of Securityholders and Pathway and HEAL shareholders not being provided for the Transaction and Continuance, as applicable. Given these risks, undue reliance should not be placed on the forward-looking information contained herein. Other than as required by law, Newly undertakes no obligation to update any forward-looking information to reflect new information, subsequent or otherwise.

For further information contact:
Arthur H. Kwan
Chief Executive Officer
Phone: (825) 540-4042
Email: info@thenewly.ca

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/163981