PHC Pathway Health Corp

Wellbeing Digital Sciences Inc. (“Wellbeing” or the “Company”) (NEO: MEDI) (OTC: KONEF) (FRA: SQ2), an evidence-based mental healthcare company focused on the development and implementation of innovative clinical solutions, such as psychedelic medicine and digital therapeutics supported by clinical research, is pleased to announce that it has signed a memorandum of understanding (“MOU”) with Pathway Health Corp. (“Pathway”) (TSXV: PHC) pursuant to which Pathway would acquire certain Canadian assets of Wellbeing. The contemplated transaction is expected to be completed in two stages, all concluding on or before June 30, 2022, and the consideration for the assets is yet to be determined. Pathway is one of the major providers of out-patient pain management services in Canada that owns and operates eleven community-based clinics across four provinces. Health professionals at Pathway work together to help patients by using a variety of evidence-based approaches.

Pursuant to the terms and conditions of the MOU, Pathway would acquire a license for the pain management program of the Company’s wholly owned subsidiary, IRP Health Ltd. (“IRP”), and the intellectual property (“IP”) associated with the provision of intravenous ketamine services (“IVK”) to treat mental health conditions, among other assets. The MOU also outlines a fractional franchise model for IRP and related fee structure. The first closing is contemplated to include IRP and IVK on or before April 30, 2022, while the second closing is contemplated to include the remaining assets documented in the MOU on or before June 30, 2022.

IRP provides multi-disciplinary rehabilitation services to military veterans, RCMP and first responders. Under the contemplated transaction, IRP would provide IP and support services related to staff training, branding, licensing, and program development including verification of Pathway locations with Veterans Affairs Canada to serve more patients. CGM provides medical cannabis services for patients across Canada via telemedicine and in-person clinics. The completion of the completed transaction is subject to terms and conditions which include but are not limited to the execution of a set of definitive agreements, completion of satisfactory due diligence, the delivery and satisfactory review of the financial statements and the approval of the transaction by the boards of directors of all applicable entities.

Management Commentary

“We are excited to have executed this MOU and are working hard with Pathway to crystalize it into a set of definitive agreements. The contemplated transaction would enable Wellbeing to continue on the path of evolving its competitive strategy focused on evidence-based mental healthcare through contract research and digital therapeutics,” said Najla Guthrie, Chief Executive Officer of Wellbeing.

“This is a significant step in rapidly expanding the accessibility for military veterans, RCMP and first responders of IRP’s Veterans Affairs Canada-approved interdisciplinary pain management program. Path and Wellbeing share the same passion and value to help provide needed services for these heroes. We look forward to solidifying this agreement,” added Steven Inglefield, Chief Operating Officer of Wellbeing and Chief Executive Officer of IRP.

“We’re very pleased to be entering into this agreement with Wellbeing and IRP as we expand our pain and mental health services to our military veterans, RCMP and other first responders,” said Ken Yoon, CEO at Pathway Health. According to a 2021 research paper published by the Journal of Military, Veteran, and Family Health1, veterans appear to be particularly vulnerable to experiencing chronic pain, with rates that are two to three times higher than in the general population. More specifically, recent studies of Canadian Air Force Veterans have noted prevalence between 41% and 64%. “With our experience in chronic pain management and our aim in growing presence in mental health services, we believe Pathway Health is ideally suited to provide valuable clinical services to this most deserving group of Canadians. We feel very honoured to be taking on this role,” added Mr. Yoon.

ABOUT PATHWAY HEALTH

Pathway Health 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 Health’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. The Company 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.

For more information, visit Pathway Health’s website: www.pathwayhealth.ca   

ABOUT WELLBEING DIGITAL SCIENCES

Wellbeing Digital Sciences Inc. is an evidence-based mental healthcare company focused on the development and implementation of innovative clinical solutions, including psychedelic medicine and digital therapeutics, as supported by clinical research. Its mission is supported by a network of North American clinics that provide forward-thinking therapies and other types of treatment to patients as well as through a contract research organization that offers clinical trials services to clients pursuing drug development. In essence, the Company exists to make breakthrough treatments more accessible and to offer patients transformational experiences.

On behalf of:

WELLBEING DIGITAL SCIENCES INC.

"Najla Guthrie”Najla Guthrie, CEO

For further information, please contact:

Nick Kuzyk, Investor RelationsTel: 1-844-746-6351Email: ir@wellbeingdigital.co Web: www.wellbeingdigital.coTwitter: @Wellbeing_IR

Notice Regarding Forward-Looking Information:

This news release contains forward-looking statements including but not limited to statements regarding the Company’s business, assets or investments, as well other statements that are not historical facts. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, which may cause actual performance and results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. These assumptions, risks and uncertainties include, among other things, the state of the economy in general and capital markets in particular, investor interest in the business and prospects of the Company.

The forward-looking statements contained in this news release are made as of the date of this news release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities law. Additionally, the Company undertakes no obligation to comment on the expectations of, or statements made, by third parties in respect of the matters discussed above.

ENDNOTES

1. “Chronic pain: The Canadian Armed Forces members and Veterans mental health follow-up survey”, Journal of Military, Veteran and Family Health, accessed on April 19, 2022, https://jmvfh.utpjournals.press/doi/full/10.3138/jmvfh-2021-0051#:~:text=Veterans%20appear%20to%20be%20particularly,than%20in%20the%20general%20population.&text=Specifically%2C%20recent%20studies%20of%20CAF,between%2041%25%20and%2064%25.

SOURCE: WELLBEING DIGITAL SCIENCES INC.