The Newly Institute Inc. Announces Results of Its Special Meeting of Securityholders

Calgary, Alberta--(Newsfile Corp. - May 31, 2023) - The Newly Institute Inc. ("Newly" or the "Company") announced that the Company's securityholders approved the previously announced continuance of the Company into Alberta (the "Continuance") and plan of arrangement (the "Arrangement") with Pathway Health Corp. ("Pathway") and HEAL Global Holdings Corp. ("HEAL"), at a special meeting of securityholders held on May 30, 2023 (the "Meeting"). Under the terms of the Arrangement, shareholders of the Company will receive 4.846154 shares of Pathway for each share of the Company held.

At the Meeting, 14,802,479 shares of the Company were represented in person or by proxy representing a total of 54.37% of the issued and outstanding common shares in the capital of the Company (the "Common Shares") and 2,536,500 stock options and warrants of the Company (the "Incentive Securities"), in the aggregate, were represented in person or by proxy representing a total of 63.07% of the issued and outstanding Incentive Securities.

The special resolution approving the Continuance was approved by 100% of the votes cast by holders of Common Shares of the Company (the "Shareholders") present or represented by proxy at the Meeting. The Arrangement was approved by 100% of the votes cast by Shareholders and 100% of the votes cast by holders of Incentive Securities present or represented by proxy at the Meeting.

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"). Additional information regarding the terms of the Arrangement is set out in the Company's joint management information circular with Pathway dated April 26, 2023 related to the Meeting, which is available under Pathway's profile at www.sedar.com.

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 currently operates clinics in Calgary, Alberta, Edmonton, Alberta, and Fredericton, New Brunswick.

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 consummation of the Arrangement; the satisfaction of the conditions precedent to the Arrangement; and the receipt and anticipated effects of court, regulatory and other consents and approvals. 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, among others, risks related to failure to receive approval by the Court, regulatory and other consents and approvals to effect the Arrangement as applicable, failure to complete the Private Placement and the possibility that the Arrangement could be terminated under certain circumstances. 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/168192