Pathway Health Corp. - Proxy Solicitation & Information Statement 2022

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NOTICE OF MEETING AND

MANAGEMENT INFORMATION CIRCULAR

FOR THE

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

to be held at the offices of Dentons Canada LLP, 77 King Street West, Suite 400, TorontoDominion Centre Toronto, ON M5K 0A1 Canada

At 11:00 a.m. (EST) on July 15, 2022

June 10, 2022

These materials are important and require your immediate attention. They require Shareholders to make important decisions. If you are in doubt as to how to deal with these materials or the matters they describe, please contact your financial, legal, tax or other professional advisors.

PATHWAY HEALTH CORPORATION

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

to be held on, July 15, 2022

NOTICE IS HEREBY GIVEN that the annual and special meeting (the “Meeting”) of the holders of common shares (“Shareholders”) of Pathway Health Corp. (“Pathway” or “Corporation”) will be held at the offices of Dentons Canada LLP, 77 King Street West, Suite 400, Toronto-Dominion Centre Toronto, ON M5K 0A1 Canada at 11:00 a.m. (Toronto time) on July 15, 2022 for the following purposes:

a. to receive and consider the consolidated financial statements of Pathway for the year ended December 31, 2021, including the auditors’ report thereon;
b. to elect directors for Pathway (the “Directors”) who will serve until the end of the next annual Shareholder meeting or until their successors are appointed;
c. to reappoint Grant Thornton LLP as auditors of Pathway for the ensuing year at such renumeration as may be determined by the Board;
d. to consider, and, if deemed appropriate, to pass, with or without variation, an ordinary resolution approving the Corporation’s stock option plan, as more particularly described in the accompanying management information circular dated June 10, 2022 prepared in connection with the Meeting (the “Information Circular”); and
e. to consider and, if deemed advisable, pass an ordinary resolution of the disinterested Shareholders, the full text of which is set out in the accompanying Information Circular, approving a revolving line of credit loan agreement which will give Pathway the ability to draw-down up to Cdn$3.5 million (“Line of Credit”), as more particularly described in the accompanying Information Circular.
f. to transact such further and other business as may properly be brought before the Meeting or any adjournments or postponements thereof.

The specific details of the matters to be put before the Meeting are set forth in the Information Circular. For further information regarding the record date for determination of Shareholders entitled to receive notice and to vote at the Meeting as well as general proxy matters, see “General Proxy Matters” in the Information Circular.

Shareholders who are unable to attend the Meeting are encouraged to complete, sign and return the enclosed form of proxy. To be valid, proxies must be received by Pathway’s registrar and transfer agent, TSX Trust Company, at its Toronto office no later than 11:00a.m. (EST) on July 13, 2022, or if the Meeting is adjourned or postponed, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, preceding the time of such adjourned or postponed Meeting. Notwithstanding the foregoing, the Chairman of the Meeting has the discretion to accept proxies received after such deadline and the time limit for the deposit of proxies may also be waived or extended by the Chairman of the Meeting at his or her discretion, without notice.

Dated at Toronto, Ontario, this June 10, 2022.

BY ORDER OF THE BOARD OF DIRECTORS OF PATHWAY HEALTH CORP.

by: Signed “ Ken Yoon ”

Ken Yoon Chief Executive Officer

MANAGEMENT INFORMATION CIRCULAR

Introduction

This management information circular (the “Circular” or "Information Circular") is furnished to the holders of common shares (the “Shareholders”) in connection with the solicitation of proxies by and on behalf of the management of Pathway Health Corp. (“Pathway” or, the “Corporation”) for use at the annual and special meeting of Shareholders (the “Meeting”) and any adjournment or postponement thereof, for the purposes set forth in the attached Notice of Annual and Special Meeting of Shareholders (the “Notice”).

The Circular, the Notice, the accompanying form of proxy and, where applicable, Pathway’s consolidated financial statements for the year ended December 31, 2021 (the “Financial Statements”) and management discussion and analysis (“MD&A”) are being mailed to the shareholders of record of Pathway as of the close of business on June 10, 2022 (the “Record Date”). Pathway is not relying on the notice-and-access provisions of applicable securities laws for delivery of proxy-related materials to Shareholders. Pathway will bear all costs associated with the preparation and mailing of this Circular, the Notice, the accompanying form(s) of proxy and Pathway’s Financial Statements and MDA, as well as the cost of the solicitation of proxies. The solicitation will be primarily by mail; however, officers and regular employees of Pathway may also directly solicit proxies (but not for additional compensation) personally, by telephone, by telefax or by other means of electronic transmission. Banks, brokerage houses and other custodians and nominees or fiduciaries will be requested to forward proxy solicitation material to their principals and to obtain authorizations for the execution of proxies and will be reimbursed for their reasonable expenses in doing so.

All information contained in this Circular given as of June 10, 2022 unless otherwise specifically stated.

Currency

All dollar amounts set forth in this Circular are in Canadian Dollars (“Cdn”) except where otherwise indicated.

GENERAL PROXY MATTERS

Voting in Person at the Meeting

A registered Shareholder (or a proxyholder duly appointed thereby) (a "Registered Shareholder"), or a beneficial owner who has appointed themselves to represent them at the Meeting, will appear on a list of Shareholders prepared by the TSX Trust Company, the registrar and transfer agent for the purposes of the Meeting. To vote in person at the Meeting, each Registered Shareholder or appointee will be required to register for the meeting by identifying themselves at the registration desk. Non-registered beneficial shareholders must appoint themselves as proxyholder to vote in person at the Meeting. Also see “NonRegistered Holders” below.

Solicitation of Proxies

The information contained in this Circular is furnished to Shareholders in connection with the solicitation of proxies to be used at the Meeting. The solicitation of proxies by this Circular is being made by or on behalf of the management of Pathway and the total cost of the solicitation will be borne by Pathway. The solicitation of proxies will be primarily by mail, but may also be in person or by telephone, fax or oral communication without special compensation by officers or employees of Pathway. Banks, brokerage houses and other custodians and nominees or fiduciaries will be requested to forward proxy solicitation material to their principals or beneficial owners and to obtain authorizations for the execution of proxies. Pathway will reimburse these banks, brokerage houses and other custodians and nominees or fiduciaries for the costs incurred in obtaining authorization to execute forms of proxy form their principals or beneficial owners.

Appointment of Proxies

The persons named in the enclosed form of proxy are officers of Pathway. A Shareholder has the right to appoint a person or company of its choice who need not be a Shareholder to represent such Shareholder at the Meeting other than the persons designated in the enclosed form of proxy. A shareholder giving a proxy can strike out the names of the nominees printed in the accompanying form of proxy and insert the name of another nominee in the space provided, or the Shareholder may complete another form of proxy. A proxy nominee need not be a shareholder of Pathway.

If a Registered Shareholder cannot attend the Meeting but wishes to vote on the resolutions, the Registered Shareholder should complete, sign and return the enclosed form of proxy to Pathway’s registrar and transfer agent, TSX Trust Company, www.tsxtrust.com/vote-proxyor fax to TSX Trust Company at 1-866-781-3111 or deposit by hand with TSX Trust Company P.O. Box 721, Agincourt, ON, M1S 0A1, and must be deposited with TSX Trust Company no later than 11:00 a.m. (Toronto time) on July 13, 2022 or with the Chairman of the Meeting before the commencement of the Meeting, or fi the Meeting is adjourned or postponed, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, proceeding the time of such adjourned or postponed Meeting or with the Chairman of the Meeting before ethe commencement of such adjourned or postponed Meeting. Notwithstanding the foregoing, the Chairman of the Meeting has the discretion to accept proxies after such deadline. The time limit for deposit of proxies may be waived or extended by the Chairman of the Meeting at his or her own discretion, without notice.

If a Shareholder who has completed a proxy attends the Meeting in person, any votes cast by such Shareholder on a poll will be counted and the proxy will be disregarded.

Non-Registered Holders

Only registered holders of common shares of the Corporation ("Shares" or "Common Shares"), or the persons they appoint as their proxies, are permitted to attend and vote at the Meeting. However, in many cases, Shares beneficially owned by a holder (a “Non-Registered Holder”) are registered either:

(1) in the name of an intermediary that the Non-Registered Holder deals with in respect of the Shares, such as, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of registered plans; or
(2) in the name of a depository (such as The Canadian Depository for Securities Limited (“CDS”)) of which the intermediary is a participant.

In accordance with the requirements of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer, Pathway will be distributing copies of the Notice, this Circular, the accompanying form of proxy and Pathway’s annual financial statements and MDA (collectively, the “Meeting Materials”) to the depository and intermediaries for onward distribution to Non-Registered Holders. Intermediaries are required to forward Meeting Materials to Non-Registered Holders unless a NonRegistered Holder has waived the right to receive them. Typical intermediaries will use a service company (such a as Broadridge Financial Solutions, Inc.) to forward the Meeting Materials to Non-Registered Holders. Pathway will pay for the distribution of Meeting Materials to objecting beneficial owners.

Generally, Non-Registered Holders who have not waived the right to receive meeting materials will receive a voting instruction form. The purpose of these forms is to permit Non-Registered Holders to direct the voting of the Share they beneficially own. If the Non-Registered Holder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the Shareholder’s behalf), the voting instruction form must be completed, signed and returned in accordance with the directions on the form. Voting instruction forms sent by Broadridge may, in some cases, permit the completion of the voting instruction form by telephone. If a Non-Registered Holder wishes to attend and vote at the Meeting in person (or have another person attend and vote on the Shareholder’s behalf), the Non-Registered Holder must complete, sign and return the voting instruction form in accordance with the directions provided and a form of proxy giving the right to attend and vote will be forwarded to the Non-registered Holder.

Non-Registered Holders should follow the instructions on the forms they receive and contact their intermediaries promptly if they need assistance.

Revocation

A Registered Shareholder who has given a proxy may revoke the proxy:

(a) by completing and signing a form of proxy bearing a later date and depositing it with TSX Trust Company as described above; or
(b) depositing an instrument in writing executed by the Shareholder of by the Shareholder’s attorney authorized in writing or by electronic signature: (i) at the registered office of Pathway addressed to the Chief Executive Officer at any time up to and including the last business day preceding the day of the Meeting, or any adjournment of the Meeting, at which the proxy is to be sued, or (ii) with the Chairman of the Meeting prior to the commencement of the Meeting on the day of the Meeting or any adjournment of the Meeting; or
(c) in any other manner permitted by law.

A Non-Registered Holder may revoke a voting instruction form or a waiver of the right to receive Meeting Materials and to vote given to an intermediary at any time by written notice to the intermediary, except that an intermediary is not required to act on a revocation of a voting instruction form or of a waiver of the right to receive Meeting Materials and to vote that is not received by the intermediary at least seven days prior to the Meeting.

Voting of Proxies

The Shares represented by any valid proxy in favour of the nominees named in the accompanying form of proxy will be voted for or withheld from voting (or voted against, where applicable) with any specific instructions made by a shareholder on the form of proxy. In the absence of any such specific instructions, such Shares will be voted by the nominees named in this Circular FOR the election as Directors of the

management nominees named in this Circular, FOR the re-appointment of Grant Thornton LLP as Auditor, FOR the approval of the amended Stock Option Plan as presented and FOR the approval of the Line of Credit as presented.

The accompanying form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice and with respect to such other business or matters which may properly come before the Meeting or any adjournment(s) or postponement(s) thereof. As of the date of this Circular, Pathway is not aware of any such amendments or variations or any other matters to be addressed at the Meeting.

Non-Objecting Beneficial Owners

These Meeting Materials are being sent to both registered and Non-Registered Holders of the securities. If you are a Non-Registered Holder, and Pathway or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, Pathway (and not the intermediary holding on your behalf) has assumed responsibility for: (a) delivering these materials to you; and (b) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting delivered to you.

Record Date

The record date for determining Shareholders entitled to receive notice and vote at the Meeting is June 10, 2022. Shareholders of record as at the close of business on such date will be entitled to attend and vote at the Meeting, or any adjournment or postponement thereof, in the manner and subject to the procedures described in this Circular.

Voting Shares, Voting Rights and Quorum

As of June 10, 2022 there were 93,722,085 Shares issued and outstanding. Shareholders of record on June 10, 2022 are entitled to receive notice and vote at the Meeting. Each Share entitles the holder to one vote at all meetings of Shareholders.

Pursuant to the by-laws of Pathway, a quorum is present at the Meeting if two or more individuals present in person either holding personally or represent at proxies not less than 5% of the votes attached to all outstanding Shares.

Principal Shareholders

The following table sets forth information with respect to the only shareholder to the knowledge of the Directors or executive officers, as of the date of this Circular, which beneficially owns, controls or directs, directly or indirectly, Shares carrying more than 10% of the voting rights attached to any class of issued and outstanding voting securities as at June 10, 2022:

Insider, Promoter or Control Person (including Associates and Affiliates)	Number and Percentage of Common Shares
The Clinic Network Canada Inc.(1)(2)(3)	51,638,710 55%

Notes:

(1) The Clinic Network Canada Inc. ("TCNC") is a wholly-owned subsidiary of Cura-Can Health Corp. (“Cura-Can”)

(2) Avonlea-Drewry Holdings Inc. ("ADH"), a company of which Mr. Michael Steele (a director of the Corporation) and Ms. Alison Wright (a director of the Corporation) are directors, officers and indirect shareholders, owns or controls, 10,456,168 Class A shares of Cura-Can representing 40.1% of the issued and outstanding shares of Cura-Can. Pursuant to a order of the Court of Queen's Bench of Alberta on February 7, 2022 (the "Court Order"), on application from ADH as a secured creditor, KPMG Inc. was appointed as receiver of all of Cura-Can's and TCNC's current and future assets, undertakings

and properties of every nature and kind, which includes the Common Shares registered in the name of TCNC. See " Interests of Informed Persons in Material Transactions" in this Circular .

(3) Mr. Kim Wei, a NEO of the Corporation, owns or controls, directly or indirectly, 2,649,641 Class A shares of Cura-Can representing 10.2% of the issued and outstanding shares of Cura-Can.

Interest of Certain Persons or Companies in the Matters to be Acted Upon

As of the date of Circular, without taking into account the effect of the Court Order, the Directors and officers of Pathway and their associates, as a group beneficially own, directly or indirectly, or exercise control or direction over, an aggregate of approximately 52,321,819 common shares representing approximately 55.8% of the outstanding common shares.

Except as otherwise described herein, particularly with respect to the Line of Credit and the interests of Mr. Steele and Ms. Wright in ADH, none of the principal holders of Shares or any Director of officer of Pathway, as the case may be, or any associate or affiliate of any of the foregoing persons since January 1, 2021 has any material interest in any proposed matter at the Meeting, other than the election of Directors.

MATTERS TO BE ACTED UPON

Audited Financial Statements

Management, on behalf of the Board, will put the consolidated financial statements of the Corporation for the year ended December 31, 2021 (the “Financial Statements”) and the report of the auditor thereon before the Shareholders at the Meeting, but no vote by the Shareholders with respect thereto is required or proposed to be taken.

The Financial Statements placed before Shareholders are available under Pathway’s profile on SEDAR at www.sedar.com.

Election of Directors

Under the articles of Pathway, the Board is to consist of a minimum of 3 and a maximum of 15 directors. The number of Directors to be elected at the Meeting is four.

Management proposes to nominate, and the persons named in the accompanying form of proxy will vote FOR the election of the four persons whose names are set forth below, all of whom are now and have been Directors for the periods indicated.

Management does not contemplate that any of the nominees will be unable to serve as Director. If, as a result of circumstances not now contemplated, any nominee is unavailable to serve as a Director, any proxy naming management as proxyholder will be voted for the election of such other person or persons as management may select or, alternatively, in accordance with and subject to the constating documents of Pathway and the ABCA, the Board may determine to reduce the size of the Board. Each Director elected will hold office until the next annual meeting of Shareholders of Pathway, or until his or her respective successor is elected or appointed in accordance with applicable law and Pathway’s by-laws.

The following table sets forth for all persons proposed to be nominated for election as directors, the positions and offices with us now held by them, their present principal occupation and principal occupation for the preceding five years, if applicable, the periods during which they have served as our directors and number of our Common Shares beneficially owned, directly or indirectly, by each of them, or over which they exercise control or direction as of the Record Date.

Name and Municipality of Residence	Piil Oti f	Positions and Offi hld i	Director/	Number of Common Shares held	Percentage of Common Shares(4)
	rncpa ccupaons or	ces e n	Officer
	the Previous Five Years	the Corporation	Since

Ken Yoon(2) North York, ON	Chief Executive Officer of Pathway (2021-present) Acting CFO of Cura-Can Health Corp. and TCNC (2019 – 2021) Chief Financial Officer of Acerus Pharmaceuticals Corporation (2017 – 2018) Chief Financial Officer and VP of Corporate Development of Vive Crop Protection Inc.(2007 – 2017)	Chief Executive Officer and; Director	May 31, 2021	100,000(3)	0.11%
Michael Steele(1) (2) (5) Caledon Village, ON	Director of Pathway (2020 - present) Chief Executive Officer of Cura-Can Health Corp. and TCNC (2019 – present) President of Avonlea Ventures Inc. (1988 – present)	Chairman; Director	May 31, 2021	Nil	0%
Alison Wright(1) (5) Mississauga, ON	Director of Pathway (2021 - present) President of Alwright Investments Inc. (2012 – present)	Director	May 31, 2021	Nil	0%
Kenneth Howling(1) (2) Toronto, ON	Acting Chief Financial Officer Appili Therapeutics Inc. (2021 – present) Director of Pathway (2021 - present) President of Pinnacle Financial Corp. (2015 – present)	Director	May 31, 2021	69,204	0.07%

Notes:

(1) Member of the Audit Committee.
(2) Member of the Compensation, Corporate Governance and Nominating Committee.
(3) 50,000 Pathway Common Shares and 25,000 Pathway Warrants indirectly owned or controlled through VectorGlobal IAG Canada ULC.
(4) The percentage is based on 93,722,085 Common Shares issued and outstanding as of the date of the Record Date, on a non-diluted basis.
(5) Mr. Steele and Ms. Wright are directors, officers and shareholders of ADH, which holds a direct 40.1% interest in Cura-Can, which is the sole shareholder of TCNC. TCNC is the registered shareholder of 51,638,710 Shares representing approximately 55% of the issued and outstanding Shares. Pursuant to the Court Order, KPMG Inc. has been appointed receiver over all of the assets and property of Cura-Can and TCNC, including the 51,638,710 Shares, therefore as of the date of this Circular, none of ADH, Mr. Steele or Ms. Wright owns or controls, directly or indirectly, any of such Shares. See " Interests of Informed Persons in Material Transactions".

Michael Steele - Mr. Steele is an engineer and financier with over 30 years of experience in structured investments and new business start-ups. His company, Avonlea Ventures provides consulting, restructuring, finance and operational advice. Mr. Steele has provided consulting services to various industry sectors including real estate, mining, oil and gas, and recently the Canadian medical marijuana sector. Since 2013 Mr. Steele has consulted to or provided financing to various companies in the Canadian medical cannabis industry including Canadian Cannabis Corp (OTC:CCAN), CURA-CANN Medical Corp,

Maricann Group Inc. (CSE:MARI), and The Hydroapothecary Corporation. Mr. Steele was a previous director of Barkerville Gold Corp. (TSXV:BGM). Mr. Steele graduated from the University of Waterloo with a P.Eng (BASc) in civil engineering and received his MBA in 1981.

Kenneth Howling - Mr. Howling has over 25 years of healthcare industry experience in senior financial positions; including 11 years with Bausch Health (formerly Biovail Corporation), as Chief Financial Officer, and Senior Vice President, Finance and Corporate Affairs; five years as Chief Financial Officer of Acerus Pharmaceuticals Corporation; and five years as Chief Financial Officer with Pharma Patch PLC. During his career, Mr. Howling has contributed to the success of multiple start-up companies and has taken multiple companies through the IPO process. Earlier in his career, Mr. Howling worked in senior financial management positions at Roberts Company Canada Limited, including roles of General Manager, Corporate Secretary and Controller, at GlaxoSmithKline (formerly Beecham Pharmaceuticals Ltd), and as an auditor with PricewaterhouseCoopers. Mr. Howling is a graduate of the ICD/Rotman Director Program and formerly a Certified Public Accountant (inactive license).

Alison Wright - Ms. Wright has over 20 years of management experience in the construction and property management industries. Ms. Wright was a director at Capform Inc., a full service concrete contractor based in Dallas, Texas, with projects throughout the southern United States. Currently, Ms. Wright is the President of Alwright Investments Inc., a Canadian property Management an investment company she founded in 2012. Ms. Wright has served as a director on several boards of private companies in both Canada and the United States. Ms. Wright graduated from the University of Toronto in 1991 and holds a Bachelor of Science.

Ken Yoon – Mr. Yoon is the Chief Executive Officer of Pathway and has over 20 years of experience in advising, consulting, financing, investing in and building innovative private and public companies both as CFO and as an investment professional. Mr. Yoon joined PHC in Q2 2019 having worked most recently as CFO of Acerus Pharmaceuticals Corporation. Prior to Acerus, Mr. Yoon was CFO and Vice President of Corporate Development at Vive Crop Protection Inc. Mr. Yoon is a Charter Professional Accountant /Chartered Accountant, holds a B.Sc. from University of Western Ontario, Law Degree from Queen’s University and MBA from the University of Toronto, and is the recipient of the Queen Elizabeth II Diamond Jubilee Medal.

Unless otherwise directed, the persons named in the accompanying form of proxy, intend to vote at the Meeting FOR each nominee nominated for election at the Meeting, unless a Shareholder directs in the form of proxy that his, her or its Common Shares are to be withheld from voting in respect of any particular nominee or nominees.

Corporate Cease Trade Orders or Bankruptcies

Other than as disclosed below, no proposed director of Pathway:

(a) is, as at the date of this Circular, or has been, within 10 years before the date of this Circular, a director, chief executive officer or chief financial officer of any company that:
(i) was subject to a cease trade order, or similar order, or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days (each, an “Order”), that was issued while the director was acting in the capacity as director, chief executive officer or chief financial officer; or
(ii) was subject to an Order that was issued after the director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; or

(b) is, as at the date of this Circular, or has been within 10 years before the date of this Circular, a director or executive officer of any company, that while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
(c) has, within the 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or become subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

On February 7, 2022, pursuant to the Court Order, Cura-Can and TCNC were placed into receivership upon application by ADH. Mr. Steele is a director and an officer of each of Cura-Can and TCNC.

To the knowledge of the Corporation, other than as described below, none of the directors have been subject to a penalty or sanction imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority or any other penalty or sanction imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

Mr. Howling was an officer of Biovail Corporation, a specialty pharmaceutical company, engaged in the formulation, clinical testing, registration, manufacture, and commercialization of pharmaceutical products. On October 1, 2003, a truck carrying a shipment of Biovail’s antidepressant drug (“WXL”) from a Biovail facility in Manitoba to a distributor in the United States (“GSK”) was in an accident. In the days, weeks and months after the accident, Biovail made press releases and statements on analyst calls attributing Biovail's failure to meet its 2003 third quarter revenue and earnings guidance in part on the accident as well as providing estimates as to the revenue associated with the WXL involved in the accident.

In March 2008, the Ontario Securities Commission (“OSC”) alleged that those releases and statements were misleading or untrue in a material respect and were made in contravention of the Securities Act. A number of officers of Biovail were involved to various degrees in the disclosures. In January 2009, the OSC sought and obtained enforcement penalties against a range of officers, including Mr. Howling, who was in charge of investor relations at the time of the accident. Mr. Howling agreed to a settlement with the OSC which resulted in a reprimand for Mr. Howling, an order to pay $20,000 in respect of the costs of the investigation, and a prohibition against Mr. Howling being or becoming an officer or director of a public company for two years. A complaint was also filed by the United States Securities and Exchange Commission and a settlement was reached in which Mr. Howling was permanently restrained and enjoined from violating Section 10(b) of the Securities and Exchange Act of 1934 and ordered to pay a civil penalty in the amount of USD $50,000.

To the knowledge of the Corporation, no director of the Corporation has any existing or potential material conflict of interest with the Corporation or any of its subsidiaries.

Re-appointment of Auditors

At the meeting, the Shareholders will be asked to re-appoint Grant Thornton LLP as the auditor of Pathway, based on the recommendation of the Audit Committee and the Board.

The persons named in the accompanying form of proxy will, in the absence of specifications or instructions to withhold form voting on the form of proxy, vote FOR the re-appointment of Grant Thornton LLP as the Auditor of Pathway to hold office until the next annual meeting of Shareholders.

In terms of external auditor service fees, the following billings (paid) were made to Pathway’s auditors in respect of the last two fiscal years ending December 31, 2021:

	Audit Fees	Audit Related Fees	Tax Fees(1)	All Other Fees (2)

2021	267,506	99,937	8,217	6,734	382,394
2020	168,284	-	39,865	-	208,149

Notes:

(1) The amounts shown are comprised of the fees charged by the Corporation’s external auditors in connection with certain tax compliance services.

(2) The amounts shown are comprised of the fees charged by the Corporation’s external auditors in connection with consulting work.

Approval of Stock Option Plan Resolution

The Corporation’s amended and restated stock option plan (the “Stock Option Plan”) provides for a rolling maximum number of Common Shares which may be issuable upon the exercise of options granted under the Stock Option Plan.

Policy 4.4 – Incentive Stock Options of the TSX Venture Exchange (the “Exchange”) requires that the Stock Option Plan receive shareholder approval each year at the annual shareholders’ meeting. Accordingly, at the Meeting, Shareholders will be asked to consider, and if deemed appropriate, to approve, with or without variation, a resolution approving the Stock Option Plan. A copy of the Stock Option Plan is attached as Schedule A to the Circular.

Summary of the Stock Option Plan

The following is a summary of the material terms of the Stock Option Plan. The summary is subject to, and qualified in its entirety by reference to the full text of the Stock Option Plan, attached to this Circular as Schedule A.

The Stock Option Plan, as amended, is administered by Pathway’s Board which may, from time to time, delegate to a committee of the Board or to the Chief Executive Officer of Pathway, all or any of the powers conferred to the Board under the Stock Option Plan.

The purpose of the Stock Option Plan is to allow directors, employees and consultants of Pathway, from time to time to participate, through share ownership, in the growth of the business of Pathway and also to enhance Pathway’s ability to attract, retain and motivate key personnel and reward significant performance achievements.

The Stock Option Plan provides that the Board may from time to time, in its discretion, grant to Directors, officers, employees, consultants and any other person or entity engaged to provide ongoing services to Pathway non-transferable options to purchase Common Shares, provided that the number of Common Shares reserved for issuance under the Stock Option Plan shall not exceed a number that is equal to 10% of the total issued and outstanding Common Shares from time to time. If any options granted under the Stock Option Plan expire, terminate or are cancelled for any reason without being settled in the form of Common Shares issued from treasury, the Common Shares underlying such options will be available for subsequent issuance under the Stock Option Plan.

Options granted pursuant to the Stock Option Plan shall have a term not exceeding five years and vest in such manner as determined by the Board. In the absence of any specific determination to the contrary by the Board, options will vest and be exercisable as to one third on each of the first, second and third anniversaries of the date of grant.

The exercise price of the options granted pursuant to the Stock Option Plan is determined by the Board at the time of grant, provided that the exercise price shall not be less than the closing trading price of the Common Shares on the Exchange (or such stock exchange on which the Common Shares may be listed) on the last trading day immediately preceding the date of grant.

In the event that an Optionee ceases to be a director, officer employee of or service provider to the Corporation or a subsidiary of the Corporation for any reason, including without limitation, resignation, dismissal or otherwise but excluding death, the Optionee may, prior to the expiry date of the options and within 90 days from the date of ceasing to be a director, officer employee or service provider, exercise any options which are vested within such period, after which time any outstanding options shall terminate. In the event of death of the Optionee, any outstanding options shall vest immediately and shall terminate on the date that is 90 days following the Optionee's death.

Without the prior approval of the Shareholders, the Board may not: (i) make any amendment to the Stock Option Plan to increase the percentage of Common Shares issuable on exercise of outstanding options at any time; (ii) reduce the exercise price of any outstanding options held by Insiders (as such term is defined in the Stock Option Plan); (iii) extend the term of any outstanding options beyond the original expiry date of such option; (iv) make any amendment to increase the maximum limit on the number of securities that may be issued to Insiders; (v) make any amendment to increase the maximum number of Common Shares issuable on exercise of options to directors who are not officers or employees of the Corporation; (vi) make any amendment to the Stock Option Plan that would permit an Optionee to transfer or assign options to a new beneficial Optionee other than in the case of death of the Optionee; or (vii) amend the restrictions on amendments that are provided in the Stock Option Plan. Subject to restrictions set out above, the board of the Corporation may amend or discontinue the Stock Option Plan and options granted thereunder at any time, without Shareholder approval, provided that any amendment to the Stock Option Plan that requires approval of any stock exchange on which the Common Shares are listed for trading may not be made without approval of such stock exchange. In addition, no amendment to the Stock Option Plan or options granted pursuant to the Stock Option Plan may be made without the consent of the Optionee if it adversely alters or impairs any option previously granted to such Optionee.

Approval of the Stock Option Plan

The Board and management are recommending that the Shareholders vote FOR the approval of the Stock Option Plan. In order to approve the Stock Option Plan, the Stock Option Resolution must be approved by a majority of the votes cast by shareholders present in person or represented by proxy at the Meeting. The complete text of the Stock Option Resolution which management intends to place before the Meeting for approval, with or without modification, is as follows:

BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

The Stock Option Plan, in the form as set forth in Schedule A to the Circular, be and is hereby ratified, confirmed and approved;
The maximum number of common shares of the Corporation which may be issued under the Stock Option Plan shall be equal to ten percent (10%) of the then issued and outstanding common shares of the Corporation from time to time, less the number of Common Shares reserved for issuance under the Corporation’s other security-based compensation arrangements from time to time; and
Any director or officer of the Corporation is hereby authorized and directed to do and perform all such acts and things and to execute and deliver or cause to be delivered, for, in the name of and on behalf of the Corporation (whether under the seal of the Corporation or otherwise) all such agreements, instruments and other documents as in such individual's opinion may be necessary or desirable to perform the terms of this resolution.

Approval of Line of Credit Resolution

At the Meeting, Shareholders of the Corporation will be asked to consider and, if deemed advisable, approve with or without variation, an ordinary resolution (the “Line of Credit Resolution”) approving the Corporation’s borrowing of up to Cdn$3.5 million under the Line of Credit (as further described below) made available by ADH, as lender. ADH is a company of which Mr. Michael Steele, Chairman of Pathway, and Ms. Alison Wright, a director of the Corporation, are directors, officers and shareholders. As such, ADH is a “related party” and the Line of Credit constitutes a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Due to certain exemptions from shareholder approval requirements under MI 61-101, the Corporation is not required to seek Shareholder approval for the Line of Credit. Despite such exemptions being available, the Corporation has determined that in the interests of transparency, it will seek disinterested Shareholder approval at the Meeting for the Line of Credit. Despite the outcome of the vote, as a result of the exemptions available for transactions of this nature set forth in MI 61-101, Pathway retains the right to proceed with the Line of Credit at its discretion and the discretion of ADH.

Summary of the Line of Credit

The Line of Credit is comprised of a revolving line of credit loan which will give the Corporation the ability to draw-down up to Cdn$3.5 million (subject to upward adjustment in certain circumstances), inclusive of any principal amount advanced under the Cdn$1 million promissory note announced on May 27, 2022, which such amounts will be subsumed into the Line of Credit. The Line of Credit matures twenty-four months from the date of execution (“Closing Date”) of the definitive credit agreement governing the Line of Credit, which is targeted for July 15, 2022, subject to the approval of the TSX Venture Exchange. The Line of Credit will be available for drawdown in multiple tranches until the second anniversary of the Closing Date.

The Corporation has the right to prepay the Line of Credit in whole or in part at any time without penalty. Prepaid amounts drawn under the Line of Credit may be redrawn by the Company.

At the Closing Date, the Corporation will pay an establishment fee of $100,000 (the “Establishment Fee”) which will be added to the principal outstanding and the principal amount available under the Line of Credit will be adjusted up by an amount equal to the Establishment Fee.

Interest on the Line of Credit will be the greater of: a) 12% per annum (the “Minimum Rate”); and (b) a variable rate per annum benchmarked to the Bank of Canada prime rate as at May 1, 2022 (which was 3.20%) (the “Prime Rate”) plus 8.8%. (the “Interest Rate”). An increase to the interest payable due to upwards movement of the Prime Rate may be added to the payment-in-kind accrual (“PIK Accrual” described below) at the option of the Corporation. Interest will be payable quarterly in cash in arrears at the end of each calendar quarter, starting at the end of the first quarter ending six months form the Closing date or upon prepayment/repayment. Default interest is payable at 20% per annum, plus reasonable and documented costs and expenses of ADH incurred in connection with any enforcement proceedings.

An amount equal to 2% of the aggregate principal amount outstanding as at the day immediately preceding the first and second anniversaries of the Closing Date, will be added to the principal amount of the Line of Credit outstanding (the “PIK Accrual”) and the Line of Credit Amount will be adjusted up by any amount equal to the PIK Accrual.

An annual work fee equal to 1% of the aggregate principal amount outstanding as at the day immediately preceding the first and second anniversaries of the Closing Date, will be added to the principal amount of the Line of Credit outstanding (the “Work Fee”) and the principal amount available under the Line of Credit will be adjusted up by an amount equal to the Work Fee.

The Line of Credit will be secured by a General Security Agreement granting a perfected encumbrance over all assets of the Corporation (the “Line of Credit GSA”) and subsidiary guarantees granted by each of Pathway Health Services Corp., Pathway Healthcare Technologies Corp., 2563367 Ontario Limited and

Slawner Ortho Ltee. (the “Line of Credit Guarantees”). In addition, the Corporation will pledge the shares of Pathway Health Services Corp., Pathway Wellness Corp., Pathway Healthcare Technologies Corp. and 1319923 Canada Ltd. to ADH. Pathway Health Services Corp. will pledge the shares of 10030712 Manitoba Ltd., 2563367 Ontario Limited and Slawner Ortho Ltee and Pathway Healthcare Technologies Corp. will pledge the shares of 1964433 Alberta Ltd. to ADH (the “Line of Credit Share Pledges”, and together with the Line of Credit GSA, Line of Credit Guarantees, the “Line of Credit Security”).

Events of Default for the Line of Credit are subject to a fifteen (15) Business Day cure period, including inter alia:

i. Non-payment of any amounts due under the Line of Credit, including principal, interest, fees or reimbursable expenses or costs;
ii. Material inaccuracy of representations and warranties of the Corporation;
iii. Failure of the Corporation to observe and perform covenants, where failure results in a material adverse effect;
iv. Cross default with other debt facilities and material agreements;
v. Insolvency of the Corporation;
vi. The occurrence of any order or judgment which would have a material adverse impact on the financial condition of the Corporation; and
vii. In respect of the Line of Credit, a greater than 10% negative deviation from the quarterly earnings projection to be provided by the Corporation to ADH.

The Corporation will provide certain customary and other covenants including the maintenance of corporate existence, meeting reporting requirements under applicable securities laws and the TSX Venture Exchange, maintenance of good standing on the TSX Venture Exchange, compliance with applicable laws and permits, and notice of material litigation. In addition, the Corporation will make the following covenants:

i. To update the Corporation’s milestone reporting monthly and deliver such updated matrix to ADH no later than 20 business days following the end of each calendar month;
ii. Advise ADH of any material deviation, or any expected material deviation, from the projected milestones or operating plans of the Corporation from previous reports; and
iii. Deliver a 2023 operating statement of the Corporation to replace the previous years’ plan by November 30, 2022, with such updated plan to be approved by ADH.

Disinterested Shareholder Approval

The Corporation is seeking approval of the Line of Credit by a majority of the Common Shares entitled to vote thereon, but excluding all votes attaching to any Common Shares that, to the knowledge of the Company or any “interested party” or their respective directors and senior officers, after reasonable inquiry, are beneficially owned or over which control or direction is exercised by “interested parties” and their “related parties” and “joint actors” (each as defined in MI 61-101) (the “Excluded Parties”). Out of an abundance of caution and despite the Court Order, the Corporation has determined that the Excluded Parties will include certain “insiders” (as defined by the Exchange, which includes Mr. Michael Steele and Ms. Alison Wright and their respective affiliates and associates, including ADH, and by extension TCNC), whose votes will be excluded in determining Shareholder approval of the Line of Credit.

At the Meeting, disinterested Shareholders will be asked to consider, and if deemed advisable, to pass the following Line of Credit Resolution:

BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

The borrowing arrangements provided for under the Line of Credit, upon and subject to the terms and conditions contained in the definitive credit agreement governing the Line or Credit, are hereby approved and confirmed; and

Any director or officer of the Corporation is hereby authorized and directed to do and perform all such acts and things and to execute and deliver or cause to be delivered, for, in the name of and on behalf of the Corporation (whether under the seal of the Corporation or otherwise) all such agreements, instruments and other documents as in such individual's opinion may be necessary or desirable to perform the terms of this resolution.

To be approved, the Line of Credit Resolution must be passed by the affirmative votes cast by holders of not less than a majority of the Common Shares of the disinterested Shareholders represented in person or by proxy at the Meeting that vote on such resolution.

Independent Directors Recommendation

Mr. Howling and Mr. Yoon do not have any interest in the transaction concerning the Line of Credit, and have reviewed and considered the Line of Credit as the “Independent Directors” in respect of the transaction. After giving due consideration to the best interests of the Corporation and the impact on Shareholders and the Corporation’s other stakeholders, Mr. Howling and Mr. Yoon unanimously concluded that the proposed transaction is in the best interests of the Corporation, and that the terms of the proposed transaction are reasonable in the circumstances of the Corporation.

Factors Considered by the Independent Directors

The following summary of the information and factors considered by the Independent Directors is not intended to be exhaustive, but includes a summary of the material information and factors considered in recommending the approval of the Line of Credit:

Need for Future Operating Capital: The Corporation requires operating capital to support its short and long term objectives. The Line of Credit provides the Corporation with access to capital in a short time frame to address a near term cash flow shortfall.
Financial Position of the Corporation: If the Corporation is unable to obtain additional sources of capital for ongoing and future operations, the Corporation will be in serious financial difficulty.
Lack of Comparable Alternatives: The Corporation’s senior management team has diligently attempted to obtain other sources of financing. Based on the Independent Directors experience, and the experiences of the Corporation’s senior management, in the present circumstances it would be highly unlikely to find alternative financing on the same or better terms within the necessary timeframe.
Independent Directors: The Independent Directors are independent of ADH and have evaluated the proposed transaction on a disinterested basis.
Terms of proposed transactions are reasonable: The Independent Directors believe that the terms of the proposed Line of Credit are reasonable and are no less advantageous to the Corporation than if the Line of Credit were obtained from an arm's length lender based on historical attempts by the Corporation’s senior management to obtain alternative sources of funding and their own experiences.
No dilution to current Shareholders. The Line of Credit is not convertible, directly or indirectly, under its terms, nor is interest or principal payable in Shares.

In making its recommendation, the Independent Directors also considered a number of potential risks related to such recommendations, including:

Continued Reliance on Significant Shareholder: The Independent Directors carefully considered the continued reliance on ADH and the Corporation’s relationship with Mr. Michael Steele and Ms. Alison Wright.
Leverage and Borrowing Risk: The Corporation’s leverage will increase as a result of the Loans. The Corporation’s indebtedness could adversely affect its financial condition and results of operations, which may prevent the Corporation from fulfilling its obligation under its indebtedness. The Corporation’s maintenance of increased levels of debt could adversely affect its financial condition and results of operations and could adversely affect its flexibility to take advantage of corporate opportunities. The Line of Credit could have adverse consequences for the Corporation including:
Limiting the Corporation’s ability to obtain additional financing for working capital, capital expenditures, development, debt service requirements, acquisitions and general corporate or other purposes;
Restricting the Corporation’s flexibility and discretion to operate its business;
Requiring a material portion of the Corporation’s cash flows from operating activities to be dedicated to debt;
Limiting the Corporation’s ability to adjust to changing market conditions and limiting the Corporation’s flexibility in planning for and reacting to changes in the industry in which it competes;
Increasing the Corporation’s cost of borrowing; and
Increasing the Corporation’s vulnerability to general adverse economic and industry conditions.

After careful deliberation and consideration of the factors above, the Independent Directors recommend that Shareholders vote in favour of the Line of Credit Resolution. In reaching the determination to recommend the Line of Credit Resolution, the Independent Directors did not assign any relative or specific weights to the foregoing factors, and individual directors may have given different weights to different factors.

OTHER MATTERS COMING BEFORE THE MEETING

Management knows of no other matters to come before the Meeting other than as referred to in the Notice should any other matters properly come before the Meeting, the Common Shares represented by proxy solicited hereby will be voted on such matters in accordance with the best judgment of the person voting such proxy.

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The Compensation, Nominating and Governance Committee of the Board (“CNG Committee”) has reviewed the following Compensation Discussion and Analysis (“CD&A”) and this Statement of Executive Compensation. Based on its review, the CNG Committee recommended to the Board, and the Board approved, that the following CD&A and Statement of Executive Compensation be included in this Circular.

The CNG Committee is presently comprised of three members, Mr. Steele, Mr. Howling and Mr. Yoon. As at the date of this Circular, Mr. Howling, and Mr. Steele (as a result of the Court Order) are independent for purposes of National Instrument 58-101 – Corporate Governance . For discussion of the members’ relevant education or experience as related to the CNG Committee, please refer to the biographies of each member of the CNG Committee as provided under “ Election of Directors ” above.

The CNG Committee oversees Pathway’s compensation plans and framework, discharges the Board’s responsibilities relating to compensation, evaluates the Chief Executive Officer’s performance in light of Pathway’s corporate goals and objectives, and reviews and (either as a committee or together with other independent Directors) makes recommendations concerning the Chief Executive Officer’s compensation as well as the compensation of other executive officers (in consultation with the Chief Executive Officer).

Compensation Philosophy

The philosophy of the Corporation’s executive compensation program is to attract, motivate, and retain a highly skilled executive team and directly align their compensation to the attainment of both corporate and personal performance objectives. The Corporation’s approach is to encourage executive officers to make decisions and take actions that will create long-term sustainable growth.

To accomplish continued growth and expansion of business, the compensation program has been designed with the following objectives:

Provide market competitive compensation opportunities to attract and retain high performing executive officers;
Align the interests of executive officers with those of shareholders by tying a meaningful portion of compensation directly to the long-term value and growth of the business;
Reward executive officers for their individual and collective contributions to the Corporation’s success; and
Provide incentives that encourage sound risk management principles and high standards of good governance.

The CNG Committee has established the following process to review the executive compensation:

Review of Market Trends
Establish a list of Comparator Companies
Review and determination of compensation design

It is intended that the Corporation will follow the same process annually, following each fiscal year.

In Connection with the compensation paid to Named Executive Officers (“NEO”) in 2021, reference was made to corporate objectives for the purposes of determining the amount, if any, of short-term and longterm incentive payouts. Such objectives included both qualitative and quantitative criteria relating to both corporate and individual performance. The overall corporate objectives of Pathway are approved by the Board on a yearly basis. The individual objectives of NEO will be reviewed by the CNG Committee and may include both qualitative and quantitative objectives, depending on the nature of the NEO’s role and other circumstances. These individual objectives are intended to align with the annual corporate objectives that have an expectation of achievement with an appropriate degree of risk in this regard and, for the other executives, reflect the respective functional responsibilities and area of influence and control.

Principal Elements of Compensation

The compensation of the executive officers includes three major elements: (i) base salary; (ii) short-term incentives, consisting of annual/discretionary bonuses; and (iii) long-term equity incentives, consisting of stock options to acquire Common Shares (“Options”) under the Corporation’s Stock Option Plan. In order to protect against the possibility of any inappropriate risk-taking behaviours, the CNG Committee has adopted what it believes to be a harmonized mix of cash and equity compensation for executives, balancing both short- and long-term incentives.

Base Salaries

The CGN Committee considers some or all of the following factors when making decisions regarding base salaries: (i) the overall performance of the Corporation and the particular NEO; (ii) base salaries and overall compensation paid to senior management of comparable industry peers (without specific benchmarking); (iii) the relationship among base salaries paid within the Corporation and individual experience and contribution; (iv) the Corporation’s financial condition; (v) other compensation received by the NEO; and (vi) competition for qualified personnel. The intent is to fix base salaries at levels that are consistent with Corporation’s compensation program objective.

Short-Term Incentive Pay (“STIP”)

The STIP is a discretionary cash bonus under which a payment is made to NEOs following the end of the Corporation’s fiscal year, based on the achievement of established corporate and individual goals and objectives.

The objective of performance-based incentive compensation in the form of annual cash bonuses, as part of the total compensation payable to the Corporation’s executive officers, is to create a link between pay and performance to encourage and reward those individuals’ contributions in producing strong results and to incentivize individuals to work as a team to achieve corporate results and strategic initiatives.

The STIP will typically vary based on the performance of a number of factors, including: (i) the overall performance of the Corporation and the particular NEO; (ii) short term incentives and overall compensation paid to senior management of comparable industry peers (without specific benchmarking); (iii) the relationship among short term incentives paid within the Corporation and individual experience and contribution; (iv) the Corporation’s financial condition; (v) other compensation received by the Corporation; and (vi) competition for qualified personnel.

Long-Term Incentive Pay (“LTIP”)

The LTIP in the form of discretionary stock options, are determined by considering overall corporate performance as well as the performance of the individual employee with reference to their individual objectives. The role of the LTIP is to align an executive’s performance with the long-term performance of Pathway, provide additional incentive for an executive to enhance shareholder value and serve as an important retention tool of key individuals. The Board generally adheres to the following principles in connection with grants of stock options as LTIPs:

Stock Options will generally be granted annually and at the discretion of the Board;
Previous grants, existing equity ownership levels are some of the considerations that are taken into account when considering further grants of Stock Options as part of the LTIP program;
It is anticipated that the value of Stock Options granted as LTIP will continue to be calculated using the Black Scholes value of said options. The option price will be determined by the Board and shall in no circumstances be lower than the market price of the Common Shares or the closing price of the Common Shares on the TSXV on the last trading date immediately prior to the date of grant.

On an aggregate basis, the following STIP and LTIP targets are applicable to the NEO:

Position	Target STIP (% of Base Salary)	Target LTIP (% of Base Salary)
Chief Executive Officer	50%	100%
President	35%	70%
Chief Financial Officer	35%	70%
Chief Commercial Officer	50%	100%
VP Strategic Initiatives & Regulatory Affairs	25%	30%
VP Clinic Operations	25%	30%

However, it is noted that such target payouts remain at the discretion of the Board, and may be reduced or increased based on the individual objectives of the NEO. Additionally, the payment of any bonus amount to a NEO may be deferred until a later date or made subject to the satisfaction of certain specific conditions to payment, if deemed to be advisable.

The NEO (as defined below under “Summary Compensation Table”) and Directors are, under the term of Pathway’s Insider Trading Policy, prohibited from purchasing financial instruments designated to hedge or offset a decrease in the market value of the Shares, including Shares granted as compensation or held directly or indirectly by a Director or NEO.

Compensation Risk

The Board has not formally considered the implications of risks associated with the Corporation’s compensation policies and other practices as, in their view, the current structure of the Corporation’s executive compensation arrangements is focused on long-term value and is designed to correlate to the long-term performance of the Corporation, which includes but is not limited to performance of its share price for its Common Shares.

Summary Compensation Table

Prior to the completion of the Qualifying Transaction on May 31, 2021, the Corporation was a capital pool company which had no material assets other than cash and did not carry on any operations. Upon completion of the Qualifying Transaction, Pathway Health Services Corp. became a wholly-owned subsidiary of the Corporation and its business activities became the business of the Corporation. The subsequent disclosure contained below, includes the expenses of Pathway and TCNC prior to the completion of the Qualifying Transaction on May 31, 2021.

The following table sets forth a summary of all compensation earned during the three most recently completed fiscal years ended December 31, 2021, 2020 and 2019 for the Chief Executive Officer, the Chief Financial Officer and the top three additional executive officers of Pathway (collectively the “Named Executive Officers” or “NEO”). All payments to each NEO were paid in Canadian dollars.

Name and Principal Position	Year	Salary ($)	Share- based Awards ($)	Option- based Awards(2) ($)	Non-equity incentive Plan Compensation($)	Non-equity incentive Plan Compensation($)		(1)	Total ($)
					Annual Incentive Plans		Pension	All Other $
						Long-	Vl $
							aue ()	()
						term Incentiv e Plans
Ken Yoon Chief Executive Officer	2021(3)(6) 2020(4) 2019(4)(5)	300,000 137,500 105,103	Nil Nil Nil	310,351 Nil Nil	Nil(15) Nil Nil	Nil Nil Nil	Nil Nil Nil	28,324 13,453 8,908	638,675 150,953 144,011
Wayne Cockburn President(16)	2021(6)(7) 2020(8) 2019(4)	189,583 175,000 145,833	Nil Nil Nil	310,351 Nil Nil	Nil(15) Nil Nil	Nil Nil Nil	Nil Nil Nil	14,665 28,704 21,000	514,599 203,704 166,833
Aura Balboa Chief Financial Officer	2021(9)(10) 2020(11)	192,500 14,583	Nil 15,000	28,723 Nil	Nil(15) Nil	Nil Nil	Nil Nil	8,417 15,720	229,640 45,303
Kim Wei Chief Commercial Officer	2021(6)(12) 2020 2019(13)	204,167 175,000 165,833	Nil Nil Nil	310,351 Nil Nil	Nil(15) Nil Nil	Nil Nil Nil	Nil Nil Nil	29,358 28,704 21,000	543,876 203,704 186,833
Pram Sandhu VP Strategic Initiatives & Regulatory Affairs	2021 2020(14)	142,500 66,981	Nil Nil	16,413 Nil	Nil(15) Nil	Nil Nil	Nil Nil	10,028 10,028	168,941 77,008

Notes:

(1) Includes a car allowance and costs of health and wellness benefits paid.
(2) The option-based awards value is the grant date fair value of the stock options granted in the year calculated in accordance with IFRS using the Black-Scholes option pricing model.
(3) On June 1, 2021, Mr. Yoon's salary was increased from a base of $275,000 to a base of $325,000.
(4) Represents the portion of Mr. Yoon’s compensation paid by TCNC.
(5) Represents a partial year as Mr. Yoon’s effective date of employment with TCNC commenced on March 27, 2019.
(6) On March 27, 2019, Cura-Can, the parent company of TCNC, who is a majority shareholder of Pathway, granted Mr. Yoon, Mr. Cockburn and Mr. Wei 1,000,000 options each. Each option allows the holder to acquire one common share in Cura-Can or an eligible subsidiary for $1.00 per share. The options vest over five years and expire on March 27, 2026. The fair value of the options, $0.62 per option was based on a Black-Scholes model using the following variables: an expected life of 7 years; a risk-free rate of 1%; a volatility rate of 76%; and an exercise price of $1.00, an underlying share price of $1.00 and a nil dividend rate.
On May 30, 2021, in anticipation of the close of the RTO Transaction, the 3,000,000 options were cancelled. On June 9, 2021, the newly listed Pathway, replaced the previously issued options to each of the individuals with 1,000,000 options each with the following features: life of five years, exercise price of $0.50 per share, vesting period of three years, with a portion of the grant vesting immediately. This new grant was considered a replacement awarded under the former plan and modification accounting under IFRS 2 Share based payments was applied. When modification accounting is applied, the Corporation accounts for the incremental fair value in addition to the grant-date fair value of the original award. This value reflects the fair value of the original award at the date of replacement and the incremental fair value of the new award.
(7) On June 1, 2021, Mr. Cockburn's salary was increased from a base of $175,000 to a base of $200,000.
(8) Represents a partial year as Mr. Cockburn commenced employment with TCNC on March 1, 2019.
(9) On June 1, 2021, Ms. Balboa's salary was increased from a base of $175,000 to a base of $205,000.
(10) On December 28, 2021, Ms. Balboa was granted 350,000 options and Mr. Sandhu was granted 200,000 options with the following features: life of five years, exercise price of $0.50 per share, vesting period between 3-4 years, with a portion of the grant vesting immediately. The fair value of the options, $0.08 per option was based on a Black-Scholes model using the following variables: an expected life of 5 years; a risk-free rate of 1%; a volatility rate of 78%; and an exercise price of $0.50, an underlying share price of $0.19 and a nil dividend rate.

(11) Represents a partial year as Ms. Balboa commenced employment with Pathway on December 1, 2020. As a signing bonus, Ms. Balboa was granted $15,000 in cash and $15,000 in common shares with a deemed price of $0.50 per share. The 30,000 common shares were not yet issued as of December 31, 2021.
(12) On June 1, 2021, Mr. Kim's salary was increased from a base of $175,000 to a base of $225,000.
(13) Includes consulting fees paid to 1749945 Ontario Inc., a holding company controlled by Mr. Wei prior to the commencement of his employment with TCNC. Mr. Wei commenced employment with TCNC on March 1, 2019.
(14) Mr. Sandhu first date of employment was June 29, 2020.
(15) As of the date of filing, bonus amounts related to fiscal 2021 have not been approved.
(16) Mr. Cockburn retired from the Corporation effective May 31, 2022.

Executive Employment Agreements

Set out below are the principal terms and conditions of employment agreements between Pathway and each of the Named Executive Officers that are employed by Pathway as of the date of this Circular:

Ken Yoon – Chief Executive Officer

Mr. Yoon is party to an executive employment agreement dated March 16, 2021.

Under the terms of the agreement, Mr. Yoon is entitled to the following compensation: (1) an annual salary of $275,000, which increased to $325,000 on June 1, 2021, following the completion or satisfaction of the following three conditions: (i) closing of the Subscription Receipt Offering; (ii) closing of the Transaction; and (iii) execution of a new employment agreement with the Resulting Issuer; (2) eligibility to participate in Pathway’s annual bonus plan to an amount up to 50% of base salary, (3) eligibility to participate in Pathway’s stock option plan, (4) participation in Pathway’s group benefit plan, (5) twenty days of paid vacation per year, increasing by one day per year for every completed year of employment up to a maximum of twenty five days per year (6) ten days of paid sick leave per year, and (7) a taxable car allowance of $22,000 per annum.

In the event that Mr. Yoon’s employment is terminated by Pathway other than for cause; Mr. Yoon shall be entitled to either (i) twelve months plus one additional months’ working notice of termination for each year of employment completed plus any severance pay required under the Ontario Employment Standards Act (the “Act”) (if applicable), or (ii) twelve months plus one additional month for each year of employment completed payment in lieu of notice inclusive of any severance pay required under the Act (if applicable), or (iii) a combination of working notice and payment in lieu of such notice adding up to a combined twelve months plus one additional month for each year of employment completed plus any additional termination pay and severance pay required under the Act (if applicable) if the payment in lieu of notice portion does not satisfy the legal entitlements under the Act. The Executive will not receive more than twenty-four months of notice, pay in lieu of notice, or a combination there of. The Executive shall be entitled a pro-rata bonus payment for the period worked in the year that his employment is terminated provided he has worked at least six months in the year of termination and the Board agreed that the bonus targets have been achieved. If Pathway elects to provide Mr. Yoon with payments in lieu of notice under options (ii) and (iii) above, Pathway may, to the extent permitted by the Act, pay such payments in lieu of notice by equal installment through payroll, or by way of a lump sum. In addition, subject to plan terms, Mr. Yoon’s group benefits shall continue for the same severance period after termination.

Wayne Cockburn - President

Mr. Cockburn is party to an executive employment agreement dated June 1, 2021. M. Cockburn retired from the Corporation effective May 31, 2022.

Under the terms of the agreement, Mr. Cockburn is entitled to the following compensation: (1) base salary of $200,000 per annum, (2) eligibility to participate in Pathway’s annual bonus plan (3) eligibility to participate in Pathway’s stock option plan, (4) participation in Pathway’s group benefit plan, and (5) twenty

days of paid vacation per year, increasing by one day per year for every completed year of employment up to a maximum of twenty-five days per year.

In the event that Mr. Cockburn’s employment is terminated by Pathway other than for cause; Mr. Cockburn shall be entitled to either (i) twelve months plus any severance pay required under the Act (if applicable), or (ii) twelve months inclusive of any severance pay required under the Act (if applicable), or (iii) a combination of working notice and payment in lieu of such notice adding up to a combined twelve months plus any additional termination pay and severance pay required under the Act (if applicable) if the payment in lieu of notice portion does not satisfy the legal entitlements under the Act. If Pathway elects to provide Mr. Cockburn with payments in lieu of notice under options (ii) and (iii) above, Pathway may, to the extent permitted by the Act, pay such payments in lieu of notice by equal installment through payroll, or by way of a lump sum. In addition, subject to plan terms, Mr. Cockburn’s group benefits shall continue for twelve months after termination.

Aura Balboa – Chief Financial Officer

Ms. Balboa is party to an executive employment agreement dated June 1, 2021.

Under the terms of the agreement, Ms. Balboa is entitled to the following compensation: (1) base salary of $205,000 per annum, (2) eligibility to participate in Pathway’s annual bonus plan (3) eligibility to participate in Pathway’s stock option plan, (4) participation in Pathway’s group benefit plan, (5) twenty days of paid vacation per year, increasing by one day per year for every completed year of employment up to a maximum of twenty-five days per year, and (6) a taxable car allowance of $5,000 per annum.

In the event that Ms. Balboa’s employment is terminated by Pathway other than for cause; Ms. Balboa shall be entitled to either (i) twelve months plus any severance pay required under the Act (if applicable), or (ii) twelve months inclusive of any severance pay required under the Act (if applicable), or (iii) a combination of working notice and payment in lieu of such notice adding up to a combined twelve months plus any additional termination pay and severance pay required under the Act (if applicable) if the payment in lieu of notice portion does not satisfy the legal entitlements under the Act. If Pathway elects to provide Ms. Balboa with payments in lieu of notice under options (ii) and (iii) above, Pathway may, to the extent permitted by the Act, pay such payments in lieu of notice by equal installment through payroll, or by way of a lump sum. In addition, subject to plan terms, Ms. Balboa’s group benefits shall continue for twelve months after termination.

Kim Wei – Chief Commercialization Officer

Mr. Wei is party to an executive employment agreement dated January 18, 2021.

Under the terms of the agreement, Mr. Wei is entitled to the following compensation: (1) an annual salary of $175,000, which increased to $225,000 on June 1, 2021, following the completion or satisfaction of the following three conditions: (i) closing of the Subscription Receipt Offering; (ii) closing of the Transaction; and (iii) execution of a new employment agreement with the Resulting Issuer; (2) eligibility to participate in Pathway’s annual bonus plan, (3) eligibility to participate in Pathway’s stock option plan, (4) participation in Pathway’s group benefit plan, (5) twenty days of paid vacation per year, increasing by one day per year for every completed year of employment up to a maximum of twenty five days per year (6) ten days of paid sick leave per year, and (7) a travel allowance of $24,000 to cover all business-related expenses for all travel in Ontario, including any highway toll fees and cellular phone fees.

In the event that Mr. Wei’s employment is terminated by Pathway other than for cause; Mr. Wei shall be entitled to either (i) twelve months plus any severance pay required under the Act (if applicable), or (ii) twelve months inclusive of any severance pay required under the Act (if applicable), or (iii) a combination of working notice and payment in lieu of such notice adding up to a combined twelve months plus any additional termination pay and severance pay required under the Act (if applicable) if the payment in lieu of notice portion does not satisfy the legal entitlements under the Act. If Pathway elects to provide Mr. Wei

with payments in lieu of notice under options (ii) and (iii) above, Pathway may, to the extent permitted by the Act, pay such payments in lieu of notice by equal installment through payroll, or by way of a lump sum. In addition, subject to plan terms, Mr. Wei’s group benefits shall continue for twelve months after termination.

Pram Sandhu – VP Strategic Initiatives & Regulatory Affairs

Mr. Sandhu is party to an executive employment agreement dated July 1, 2021.

Under the terms of the agreement, Mr. Sandhu is entitled to the following compensation: (1) base salary of $150,000 per annum, (2) eligibility to participate in Pathway’s annual bonus plan (3) eligibility to participate in Pathway’s stock option plan, (4) participation in Pathway’s group benefit plan and (5) twenty days of paid vacation per year, increasing by one day per year for every completed year of employment up to a maximum of twenty-five days per year.

In the event that Mr. Sandhu’s employment is terminated by Pathway other than for cause; Mr. Sandhu shall be entitled to either (i) six months plus any severance pay required under the Act (if applicable), or (ii) six months inclusive of any severance pay required under the Act (if applicable), or (iii) a combination of working notice and payment in lieu of such notice adding up to a combined six months plus any additional termination pay and severance pay required under the Act (if applicable) if the payment in lieu of notice portion does not satisfy the legal entitlements under the Act. If Pathway elects to provide Mr. Sandhu with payments in lieu of notice under options (ii) and (iii) above, Pathway may, to the extent permitted by the Act, pay such payments in lieu of notice by equal installment through payroll, or by way of a lump sum. In addition, subject to plan terms, Mr. Sandhu’s group benefits shall continue for six months after termination.

Estimated Incremental Payment on Change of Control and/or Termination

The following table provides details regarding the estimated incremental payments by Pathway to the Named Executive Officers employed by Pathway, as at December 31, 2021 under the above-described agreements in the event of: (a) termination without cause; and (b) termination with cause, assuming in each case, that the event took place on December 31, 2021. There are no Change of control provisions included in the Named Executive Officers employment agreements.

Name	Number Severance Period (# of months)	Triggering Event	Base salary(1)	Other Benefits	Total
Ken Yoon Chief Executive Officer	15	Termination Without Cause	$325,000	$197,698	$522,698
	0	Termination with Cause	Nil	Nil	Nil
Wayne Cockburn(2) President	12	Termination Without Cause	$200,000	$4,665	$204,665
	0	Termination with Cause	Nil	Nil	Nil
Aura Balboa Chief Financial Officer	12	Termination Without Cause	$205,000	$7,634	$212,634
	0	Termination with Cause	Nil	Nil	Nil

Kim Wei Chief Commercial Officer	12	Termination Without Cause	$225,000	$29,358	$254,358
	0	Termination with Cause	Nil	Nil	Nil
Pram Sandhu VP Strategic Initiatives & Regulatory Affairs	12	Termination Without Cause	$150,000	$2,514	$152,514
	0	Termination with Cause	Nil	Nil	Nil

Notes:

(1) Based on employment agreements in effect as of the date of this Circular.

(2) Mr. Cockburn retired from the Corporation effective May 31, 2022.

Stock Option Plans and Other Incentive Plans

The Corporation has established an Stock Option Plan for its directors, officers, employees and consultants. The number of authorized by unissued Common Shares that may be subject to options granted to optionees under the Option Plan shall not exceed 10% of the Common Shares issued and outstanding on the date of grant. As of the date hereof the Corporation has 5,500,000 outstanding stock options issued under the Stock Option Plan. Rolling 10% stock option plans such as the Stock Option Plan require annual shareholder approval. See “ Approval of Stock Option Plan Resolution – Summary of Stock Option Plan ”.

Outstanding Option-Based Awards Table

The following table sets out the value of all unexercised option-based and share-based awards for the Named Executive Officers outstanding as of December 31, 2021.

Name	Number of securities underlying unexercised options	Option exercise price	Option expiration date	Value of unexercised in- the-money options(1)
Ken Yoon	1,000,000	$0.50	June 9, 2026	$0
Wayne Cockburn	1,000,000	$0.50	June 9, 2026	$0
Aura Balboa	350,000	$0.50	December 28, 2026	$0
Kim Wei	1,000,000	$0.50	June 9, 2026	$0
Pram Sandhu	200,000	$0.50	December 28, 2026	$0
Notes:

(1) Certain of the options had an exercise price greater than the closing price of the Shares on the TSXV on December 31, 2021 of $0.18. Accordingly, these options were “out of the money.”

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets out the option-based awards vested or earned during the 2021 fiscal year

Name	Option-based awards - Value vested during the year ($)(1)	Share-based awards - Value vested during the year ($)	Non-equity incentive plan compensation - value earned during the year ($)(2)
Ken Yoon	Nil	Nil	Nil
Wayne Cockburn	Nil	Nil	Nil

Aura Balboa	Nil	Nil	Nil
Kim Wei	Nil	Nil	Nil
Pram Sandhu	Nil	Nil	Nil

Notes:

(1) Certain of the options had an exercise price greater than the closing price of the Shares on the TSXV on December 31, 2021 of $0.18. Accordingly, these options were “out of the money.”
(2) In the event that the applicable Named Executive Officer is no longer employed by Pathway on the date that payment is otherwise required to be made, the amount shall not be paid to the applicable Named Executive Officer.

Equity Compensation Plan Information

The following tables set out the equity compensation plan information as at December 31, 2021:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders (options)	5,500,000	$0.50	3,864,708
Equity compensation plans not approved by security holders	Nil	Nil	Nil
Total

As at the date of this circular, 3,872,208, options remain available for issuance under the Stock Option Plan.

Pension Benefit Plans

The Corporation does not have any pension plans that provide for payments of benefits at, following or in connection with, retirement or provide for retirement or deferred compensation plans for the Named Executive Officers or directors.

Director Compensation

The table below sets out a summary of the total compensation applicable to each serving Director in respect of the 2021 fiscal year. Mr. Yoon received no compensation for his service on the Board in 2021 due to his being an officer of Pathway during the relevant period.

Name	Name	Fees earned ($)(1)	Share- based awards ($)	Option- based awards ($)	Non-equity incentive plan compensation ($)	Pension value ($)	All other compensation ($)	Total ($)
Michael Steele(2)		Nil	Nil	310,350	Nil	Nil	Nil	310,350
Allison Wright(3)		Nil	Nil	28,558	Nil	Nil	Nil	28,558
Kenneth Howling(3)		14,583	Nil	28,558	Nil	Nil	Nil	43,141
	Notes:

(1) The fees were paid to Board members during 2021.

(2) On March 27, 2019, Cura-Can, the parent company of TCNC, who is a majority shareholder of Pathway, granted Mr. Steele 1,000,000 options. Each option allows the holder to acquire one common share in Cura-Can or an eligible subsidiary for $1.00 per share. The options vest over five years and expire on March 27, 2026. The fair value of the options, $0.62 per option was based on a Black-Scholes model using the following variables: an expected life of 7 years; a risk-free rate of 1%; a volatility rate of 76%; and an exercise price of $1.00, an underlying share price of $1.00 and a nil dividend rate.
On May 30, 2021, in anticipation of the close of the RTO Transaction, the 1,000,000 options were cancelled. On June 9, 2021, the newly listed Pathway, replaced the previously issued options with 1,000,000 options with the following features: life of five years, exercise price of $0.50 per share, vesting period of three years, with a portion of the grant vesting immediately. This new grant was considered a replacement awarded under the former plan and modification accounting under IFRS 2 Share based payments was applied. When modification accounting is applied, the Corporation accounts for the incremental fair value in addition to the grant-date fair value of the original award. This value reflects the fair value of the original award at the date of replacement and the incremental fair value of the new award.
(3) Ms. Wright and Mr. Howling were granted 100,000 options each on June 9, 2021 with the following features: life of five years, exercise price of $0.50 per share, vesting in one thirds over three years. The fair value of the options, $0.285 was based on a Black-Scholes model using the following variables: an expected life of 5 years; a risk-free rate of 0.88%; a volatility rate of 69.3%; and an exercise price of $0.50, an underlying share price of $0.50 and a nil dividend rate.

None of the Directors of Pathway, other than Mr. Howling, receive an annual retainer fee for their services in 2021. Mr. Howling receives an annual retainer fee of $25,000 in total for his participation on the board and as the chair of the Audit Committee. No Directors receive any additional specific fees of attending Board or committee meetings.

Directors and officers of Pathway are covered by insurance in respect of liability that may be incurred by them acting in such capacity, unless the liability arises because such Director or officer fails to act honestly and in good faith with a view to the best interest of Pathway. See “ Directors’ and Officers’ Liability Insurance .”

Outstanding Option-Based Awards Table - Directors

The following table sets out the value of all unexercised option-based and share-based awards for the directors who are not also Named Executive Officers as of December 31, 2021.

Name	Number of securities underlying unexercised options	Option exercise price	Option expiration date	Value of unexercised in- the-money options(1)
Michael Steele	1,000,000	$0.50	June 9, 2026	$0
Allison Wright	100,000	$0.50	June 9, 2026	$0
Kenneth Howling	100,000	$0.50	June 9, 2026	$0
Notes:

(1) Certain of the options had an exercise price greater than the closing price of the Shares on the TSXV on December 31, 2021 of $0.18. Accordingly, these options were “out of the money.”

Incentive Plan Awards – Value Vested or Earned During the Year - Directors

The following table sets out the option-based awards vested or earned during the 2021 fiscal year for those directors who were not also Named Executive Officers.

Name	Option-based awards - Value vested during the year ($)(1)	Share-based awards - Value vested during the year ($)	Non-equity incentive plan compensation - value earned during the year ($)
Michael Steele	Nil	Nil	Nil
Allison Wright	Nil	Nil	Nil
Kenneth Howling	Nil	Nil	Nil
Notes:

(1) Certain of the options had an exercise price greater than the closing price of the Shares on the TSXV on December 31, 2021 of $0.18. Accordingly, these options were “out of the money.”

Indebtedness of Directors and Executive Officers

As of the date of this Circular, other than routine indebtedness as defined under applicable securities laws, no director, executive officer or employee or any former director, executive officer or employee of the Corporation or any of its subsidiaries is indebted to the Corporation or any of its subsidiaries.

CORPORATE GOVERNANCE DISCLOSURE

Corporate governance relates to the activities of the Board, the members of which are elected by an accountable to the Shareholders, and accounts for the role of management who are appointed by the Board and charged with our day to day management. The Board and senior management consider good corporate governance to be central to the Corporation's effective and efficient operations. National Instrument 58-1021 Disclosure of Corporate Governance Practices (“NI 58-101”), requires Pathway to disclose annually in the Circular certain information concerning its corporate governance practices, as set forth below.

Board of Directors

The board is currently comprised of four Directors.

The Board has concluded that, as set forth below and as of the date of this Circular, three of the proposed four Directors for election at the Meeting (Mr. Howling, Mr. Steele and Ms. Wright) are independent for the purposes of National Instrument 58-101 - Disclosure of Corporate Governance Practices , with Mr. Steele and Ms. Wright being independent while the Court Order is in effect .

Mr. Yoon is not considered to be “independent” within the meaning of applicable securities laws as a result of his position as Chief Executive Officer of Pathway. Subject to the Court Order, TCNC is the registered holder of approximately 55% of the outstanding shares of Pathway. It is a wholly owned subsidiary of CuraCan, of which ADH controls 40.1% of the issued and outstanding shares. Mr. Steele and Ms. Wright are directors, officers and shareholders of ADH. However, as a result of the Court Order, as at the date of this Circular, none of TCNC, Cura-Can or ADH currently exercise control or direction over, directly or indirectly the Common Shares registered to TCNC.

Directorships

Currently, no directors of the Corporation serves as a director of any other issuer that is a reporting issuer.

Board Committees

Audit Committee

The Directors have established an audit committee comprised of three Directors (the “Audit Committee”). The Audit Committee is chaired by Kenneth Howling and the other committee members are Michael Steele

and Alison Wright. All of the Audit Committee members are independent of management of the Corporation as required by National Instrument 52-110 – Audit committees ("NI 52-110"), and as at the date of this Circular, and as a result of the Court Order, neither Mr. Steele nor Ms. Wright can be considered to be "control persons" of the Corporation or an affiliate of the Corporation. Each member is financially literate in that each has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation’s financial statements. For discussion of the members’ relevant education or experience as related to the Audit Committee, please refer to the biographies of each member of the Audit Committee as provided under “ Election of Directors ” above. In the event that, despite the Court Order, the Corporation determines that Mr. Steele and Ms. Wright are not independent for the purposes of NI 52-110, the Corporation will rely on the exemption provided for under subsection 6.1.1(5) of NI 52-110 as a result of the appointment of a receiver to CuraCan and TCNC as described in this Circular under heading " Interests of Informed Persons in Material Transactions ". The Corporation intends to wait until the conclusion of the receivership process prior to reassessing the independence of Mr. Steele and Ms. Wright and will make such changes to its board committees as are appropriate at that time.

The mandate of the Audit Committee is to assist the Corporation in fulfilling its oversight responsibilities relating to financial accounting, reporting and internal controls for the Corporation. The Audit Committee is responsible for: conducting reviews and discussions with management and the external auditors relating to the audit and financial reporting; assessing the integrity of internal controls and financial reporting procedures; ensuring implementation of internal controls and procedures; reviewing the quarterly and annual financial statements and management’s discussion and analysis of the Corporation; selecting and monitoring the independence, performance and remuneration of the external auditors; oversight of all disclosure relating to financial information. The Audit Committee is responsible for reviewing and following the procedures established in the Corporation’s codes, policies and guidelines as may be established from time to time.

The Audit Committee is authorized by the Corporation’s board of directors to review the performance of the Corporation’s external auditors and approve in advance the provision of services by them other than auditing and to consider the independence of the external auditors, including reviewing the range of services provided. The Audit Committee may delegate to any independent member of the Audit committee the authority to pre-approve any non-audit services.

Additional information regarding the Audit Committee is included in the Corporation’s annual information form dated April 26, 2022, a copy of which can be found under the Corporation’s profile on SEDAR at www.sedar.com. The full text of the Audit Committee charter is attached to this Circular as Schedule B.

CNG Committee

The CNG Committee is also responsible for:

the stewardship of the Corporation, including responsibility for succession planning, developing the Corporation's approach to corporate governance and guidelines that are

specifically applicable to the Corporation, and measures for receiving feedback from stakeholders;

adopting and implementing a policy on continuing education opportunities for all directors, so that individuals may maintain or enhance their skills and abilities as directors, as well as to ensure their knowledge and understanding of the Corporation's business remains current;
the appointment of a nominating and compensation committee, composed of independent directors; and
policies and procedures to regularly assess the effectiveness of directors and committees.

Board of Directors, Committee and Director Evaluation

On an annual basis, the Board adopts a process based on the recommendation of the CNG Committee for assessing the performance and effectiveness of the board, its committees and the individual Directors. In order to facilitate this, the CNG Committee is responsible for developing and recommending to the Board a process for assessing these criteria that considers the solicitation and receipt of comments from any Directors, the Board’s written charter, the applicable position descriptions of each individual Director and for the chairs of the Board and each committee of the Board and the competencies and skills each Director is expected to bring to the Board.

Each individual committee and Board in the assessment process overseen by the CNG Committee, must assess its own performance and that of the individual Directors of which each is comprised as well as each committee’s own respective charter.

Disclosure and Insider Trading Policy

The Board has adopted a Disclosure and Insider Trading Policy.

The policy is designed to promote consistent disclosure practices aimed at informative, timely and broadly disseminated disclosure of material information to the public in accordance with all applicable legal, regulatory and TSX requirements. It is applicable to all Directors, officers and employees of Pathway. The policy prohibits the selective disclosure of material information regarding Pathway or its business and gives the Disclosure Committee ultimate responsibility for determining when developments justify public disclosure.

The portion of the policy dealing with insider trading, is designed to promote honest, ethical and lawful conduct with respect to trading in the outstanding securities of Pathway and its subsidiaries by directors, officers, employees and their families. The policy applies to any and all transactions in the securities of Pathway, including its shares, options and any type of securities it may issue in the future.

DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE

Pathway annually renews and purchases insurance coverage for Directors’ and officers’ liability. The current term (June 3, 2022 to June 3, 2023) premium of approximately $144,900 covers Directors’ and officers’ liability for a limit of $5,000,000. This premium is paid entirely by Pathway.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as described in this Circular and in Pathway’s securities filings (including its Annual Information Form dated April 26, 2022), since January 1, 2021, Pathway did not have any transactions, or any proposed transactions, with any “informed person” (as defined in applicable securities law), or any proposed Director of Pathway, or any associate or affiliate of any informed person or proposed Director, who had a material interest, direct or indirect, which has materially affected or would materially affect Pathway.

As further described in Pathway’s Annual Information Form dated April 26, 2022, a predecessor to Pathway (“Old Pathway”) entered into an Asset and Share Purchase Agreement (“Asset Acquisition Transaction”) with TCNC for purchase of all or substantially all of the operating assets of TCNC on January 18, 2021. In exchange for the TCNC assets, Old Pathway issued 10,093,484 Class C Preferred Shares at a deemed price of $0.50 per share and 41,545,226 Class D Preferred Shares at a deemed price of $0.50 per share to TCNC, assumed certain liabilities of TCNC in the amount of $583,555, certain indebtedness of TCNC in the amount of $4,459,446, and issued a promissory note in the amount of $4,855,301 for aggregate deemed consideration of $35,717,657. Upon completion of the Asset Acquisition Transaction, Old Pathway became a wholly-owned subsidiary of TCNC. The preferred shares were exchanged for Common Shares as part of the RTO Transaction described below.

On January 29, 2021, Old Pathway entered into a definitive share exchange agreement with Colson Capital Corp. (“Colson”). Under the terms of the agreement, Colson purchased all of the issued and outstanding shares of Old Pathway in a 1:1 exchange for the issuance of post-consolidation Colson shares. This resulted in the reverse take-over of Colson by Old Pathway (the “RTO Transaction”). The RTO Transaction together with the Asset Acquisition Transaction constituted a Qualifying Transaction pursuant to the policies of the Exchange. The RTO transaction was completed on May 31, 2021.

As of the date of this Circular, TCNC, a wholly-owned subsidiary of Cura-Can, is the registered shareholder of 51,638,710 Common Shares which it received pursuant to the RTO Transaction. ADH, a company of which Mr. Michael Steele and Ms. Alison Wright (directors of the Corporation) are directors, officers and shareholders, owns or controls, 10,456,168 Class A shares of Cura-Can representing 40.1% of the issued and outstanding shares of Cura-Can. In addition, ADH is a secured creditor of both Cura-Can and TCNC.

On February 7, 2022, on application by ADH, the Court of Queen's Bench of Alberta (the "Court") ordered that KPMG Inc. be appointed as receiver over all of the assets and property of TCNC and Cura-Can. On May 19, 2022 the Court terminated the sale and investment solicitation process approved on March 22, 2022, and ADH was declared the successful bidder under such sales process. Pursuant to the terms and conditions of an asset purchase agreement between ADH and KPMG Inc., on behalf of TCNC and CuraCan, upon conclusion of the transaction and filing of a certificate by the receiver with the Court, it is intended that all of the assets and property of TCNC and Cura-Can, including the 51,638,710 Common shares registered in the name of TCNC, will be transferred to ADH, in partial satisfaction of amounts owing to ADH by Cura-Can and TCNC. As of the date of this Circular, such transaction has not closed and the receiver remains in control of the assets and property of TCNC and Cura-Can. Additional information regarding receivership of TCNC and Cura-Can can be found at https://home.kpmg/ca/en/home/services/advisory/deal-advisory/creditorlinks/cura-can-health-corp.html.

ADDITIONAL INFORMATION

Additional information relating to the corporation is available on SEDAR at www.sedar.com. Financial information is provided in the Corporation’s comparative financial statements and management’s discussion and analysis for its most recently completed financial year.

Shareholders of the Corporation may request copies of the corporation’s financial statements and management’s discussion and analysis by contacting [email protected].

SCHEDULE A – STOCK OPTION PLAN

PATHWAY HEALTH CORP. SHARE OPTION PLAN

1. Purpose of Plan

The purpose of this plan (the " Plan ") is to develop the interest of officers, directors and employees of, and consultants and Service Providers to, Pathway Health Corp. and its subsidiaries (collectively, the " Corporation ") in the growth and development of the Corporation by providing them with the opportunity through share options to acquire an increased proprietary interest in the Corporation.

2. Administration

The Plan shall be administered by the board of directors of the Corporation (the " Board of Directors ") or by a special committee of the directors appointed from time to time by the Board of Directors of the Corporation (such committee, or if no such committee is appointed, the Board of Directors of the Corporation, is hereinafter referred to as the " Committee ") pursuant to rules of procedure fixed by the Board of Directors.

3. Granting of Options

Subject to this Section 3, the Committee may from time to time designate directors, officers, employees, consultants and Service Providers of the Corporation (or in each case their personal holding companies) (collectively, the " Optionees "), to whom the option (" Options ") to purchase common shares (" Common Shares ") of the Corporation may be granted, and the number of Common Shares to be optioned to each, provided that:

(a) the total number of Common Shares issuable pursuant to Options outstanding at any time under the Plan shall not exceed 10% of the aggregate number of the issued and outstanding Common Shares of the Corporation, subject to adjustment as set forth herein, and further subject to the applicable rules and regulations of all regulatory authorities to which the Corporation may be subject, including the TSX Venture Exchange (the " TSX Venture ") or the Toronto Stock Exchange (the " TSX ") or such other stock exchange as the common shares may be listed for trading;
(b) the number of Common Shares reserved for issuance on exercise of Options, within a oneyear period, to any one Optionee shall not exceed 5% of the Outstanding Securities;
(c) the maximum number of securities of the Corporation issuable to Insiders at any time pursuant to all Security Based Compensation Arrangements shall not exceed 10% of the number of Outstanding Securities;
(d) if the Common Shares are listed on the TSX, the maximum number of securities of the Corporation issued to Insiders, within any one year period, under all Security Based Compensation Arrangements, shall not exceed 10% of the number of Outstanding Securities;
(e) if the Common Shares are listed on the TSX Venture, the aggregate number of Common Shares reserved for issuance to any one Consultant (as such term is defined in the policies

of the TSX Venture) in a 12 month period shall not exceed 2% of the number of Outstanding Securities;

(f) if the Common Shares are listed on the TSX Venture, the aggregate number of Common Shares reserved for issuance to all persons who provide Investor Relations Activities (as such term is defined in the policies of the TSX Venture) in a 12 month period shall not exceed 2% of the number of Outstanding Securities; and
(g) if the Common Shares are listed on the TSX Venture, a grant of Options pursuant to this Plan shall constitute a representation by the Corporation that the Optionee is a bona fide Employee, Consultant or Management Company Employee (as such terms are defined in the policies of the TSX Venture);

provided that for the purposes of paragraphs Error! Reference source not found. , (d) and Error! Reference source not found. above, an entitlement granted prior to the grantee becoming an Insider may be excluded in determining the number of securities issuable to Insiders. The Common Shares that are reserved for issuance on exercise of Options granted pursuant to this Plan that are cancelled, terminated or expired in accordance with terms of the Plan prior to the exercise of all or a portion thereof shall be available for a subsequent grant of Options pursuant to this Plan to the extent of any Common Shares issuable thereunder that are not issued under such cancelled, terminated or expired Options.

4. Vesting

The Committee may, in its sole discretion, determine the time during which Options shall vest and the method of vesting, provided that the Options shall not vest on more favourable terms than one-third of the total number of Options granted on the date of grant and on each of the first and second anniversaries of the date of grant. In the absence of any determination by the Committee as to vesting, vesting shall be as to one third on each of the first, second and third anniversaries of the date of grant. For greater certainty, the Committee may, in its sole discretion, accelerate the vesting of Options following their initial grant.

Options granted to consultants performing Investor Relations Activities will contain vesting provisions such that vesting occurs over at least 12 months with no more than ¼ of the options vesting in any 3 month period and vesting may not be accelerated without prior approval of the TSX Venture or the TSX or such other stock exchange as the Common Shares may be listed for trading.

5. Exercise Price

The exercise price (the " Exercise Price ") of any Option shall be fixed by the Committee when such Option is granted, provided that such price shall not be less than the Market Price (as such term is defined in the policies of the TSX Venture) of the Common Shares or the closing price of the Common Shares on the TSX (or such other principal stock exchange on which the Common Shares may then trade) on the last trading date immediately prior to the date of grant, or such other price as may be determined under the applicable rules and regulations of all regulatory authorities to which the Corporation may be subject, including the TSX Venture or the TSX or such other stock exchange as the Common Shares may be listed for trading, provided that if the Common Shares are not then listed and posted for trading on the TSX Venture or TSX or any other principal stock exchange the Exercise Price shall be determined by the Committee in its sole discretion acting reasonably and in good faith.

6. Option Terms

The period during which an Option is exercisable shall, subject to the provisions of the Plan requiring acceleration of rights of exercise, not be in excess of five years. Each Option shall, among other things, contain provisions to the effect that the Option shall be personal to the Optionee and shall not be assignable or transferable other than in the case of death of the Optionee. In addition, each Option shall provide that:

(a) upon the death of the Optionee, the Option shall vest immediately and shall terminate on the date that is 90 days following the date of death of the Optionee (the " Termination Date ");
(b) upon the termination of the Optionee for cause, the Option shall terminate immediately upon such termination for cause; and
(c) if the Optionee shall no longer be a director or officer of, be in the employ of, or be providing ongoing management or consulting services to, the Corporation (other than for cause), the Option shall terminate on the earlier of the expiry date of the Option and the expiry of the period (the " Termination Date ") not in excess of 90 days prescribed by the Committee at the time of grant, following the date that the Optionee ceases to be a director, officer or employee of the Corporation or ceases to provide ongoing management or consulting services to the Corporation, as the case may be;

provided that the number of Common Shares that the Optionee (or his heirs or successors) shall be entitled to purchase until the Termination Date shall be the number of Common Shares which the Optionee was entitled to purchase on the date of death or the date the Optionee ceased to be an officer, director or employee of, or ceased providing ongoing management or consulting services to, the Corporation, as the case may be. In addition, such Option may, subject to the terms thereof and any other terms of the Plan, be extended by the Board of Directors to be exercised up to one year after departure of the participant from the Corporation (for any reason other than termination for cause), or until the expiry date of the Option, if earlier.

If the normal expiry date of any Option falls within any Blackout Period or within 10 business days (being a day other than a Saturday, Sunday or other than a day when banks in Toronto, Ontario are not generally open for business) following the end of any Blackout Period (the " Restricted Options "), then the Expiry Date of such Restricted Options shall, without any further action, be extended to the date that is 10 business days following the end of such Blackout Period. The foregoing extension applies to all Options whatever the date of grant and shall not be considered an extension of the term of the Options as referred to in Section 18 hereof.

7. Exercise of Option

Subject to the provisions of the Plan, an Option may be exercised from time to time by delivery to the Corporation at its head office, or such other place as may be specified by the Corporation, of a written notice of exercise specifying the number of Common Shares with respect to which the Option is being exercised and, subject to Section 8, accompanied by payment in full of the purchase price of the Common Shares then being purchased by cash, certified cheque or bank draft.

8. Cashless Exercise

Subject to the provisions of this Plan and, upon prior approval of the Board of Directors, once an Option has vested and become exercisable, an Optionee may elect to exercise such Option by either

(a) excluding Options held by any Investor Relations Service Provider (as defined in the policies of the TSX Venture), a “net exercise” procedure in which the Corporation issues to the Optionee, Common Shares equal to the number determined by dividing: (i) the product of the number of Options being exercised multiplied by the difference between the VWAP (as defined in the policies of the TSX Venture) of the underlying Common Shares and the exercise price of the subject Options, by (ii) the VWAP of the underlying Common Shares; or
(b) a broker assisted “cashless exercise” in which: (i) the Corporation delivers a copy of irrevocable instructions to a broker engaged for such purposes by the Corporation to sell the Common Shares otherwise deliverable upon the exercise of the Options and to deliver promptly to the Corporation an amount equal to the Exercise Price and all applicable required withholding obligations as determined by the Corporation against delivery of the Common Shares to settle the applicable trade, (ii) the broker retains proceeds from the applicable trade in the amount of the Exercise Price; and (iii) the Optionee receives any remaining balance of the net proceeds of the applicable trade and any remaining Common Shares issued as part of the cashless exercise, less any applicable withholding tax.

An Option may be exercised pursuant to this Section 8 from time to time by delivery to the Corporation at its head office, or such other place as may be specified by the Corporation, of a written notice of exercise specifying that the Optionee has elected to effect such a cashless exercise of such Option, the method of cashless exercise, and the number of Options to be exercised, and the payment of an amount for any tax withholding or remittance obligations of the Optionee or the Corporation arising under applicable law and verified by the Corporation to its satisfaction.

9. Mergers, Amalgamation and Sale

If the Corporation shall become merged (whether by plan of arrangement or otherwise) or amalgamated within or with another corporation or shall sell the whole or substantially the whole of its assets and undertakings for shares or securities of another corporation, the Corporation shall, subject to this Section 9, make provision that, upon exercise of an Option during its unexpired period after the effective date of such merger, amalgamation or sale, the Optionee shall receive such number of shares of the continuing successor corporation in such merger or amalgamation or the securities or shares of the purchasing corporation as the Optionee would have received as a result of such merger, amalgamation or sale if the Optionee had purchased the shares of the Corporation immediately prior thereto for the same consideration paid on the exercise of the Option and had held such shares on the effective date of such merger, amalgamation or sale and, upon such provision being made, the obligation of the Corporation to the Optionee in respect of the Common Shares subject to the Option shall terminate and be at an end and the Optionee shall cease to have any further rights in respect thereof.

10. No Rights as a Shareholder

An Optionee shall not have any of the rights or privileges of a shareholder of the Corporation in respect of any Common Shares issuable upon exercise of an Option until certificates representing such Common Shares have been issued and delivered.

11. Cessation of Employment

For the purposes of this Plan and all option agreements, unless otherwise provided in the applicable option agreement, an Optionee shall be deemed to have ceased to be a Service Provider and an Optionee shall be deemed to have terminated or resigned from employment or consulting arrangement with the Corporation or any of its subsidiaries, as applicable, for the purposes hereof on the first to occur of such termination or resignation or the date (as determined by the Board of Directors) that the Optionee ceases in the active performance of all of the regular duties of the Optionee's job, which includes the carrying on of all of the usual and customary day-to-day duties of the job for the normal and scheduled number of hours in each working day, unless the foregoing is a result in a leave of absence (" Leave ") approved for this purpose by the Committee or senior officer to whom such Service Provider reports; the foregoing to apply whether or not adequate or proper notice of termination shall have been provided by and to the Corporation or its subsidiaries, as applicable, in respect of such termination of employment or consulting arrangement. If the Optionee shall take a Leave, the Committee may, in its sole discretion, also modify or change the vesting of any Options granted to such Optionee to take into account the period of the Leave.

12. Termination of Option in the Event of Take-Over Bid

In the event a take-over bid (as defined under applicable securities laws), which is not exempt from the take-over bid requirements of applicable securities laws, shall be made for the Common Shares of the Corporation, the Corporation may in the agreement providing for the grant of Options herein provide that the Corporation may require the disposition of the Optionee and the termination of any obligations of the Corporation to the Optionee in respect of any Options granted by paying to the Optionee in cash the difference between the Exercise Price of unexercised Options and the fair market value of the securities to which the Optionee would have been entitled upon exercise of the unexercised Options on such date, which determination of fair market value shall be conclusively made by the Committee, subject to approval by the stock exchanges upon which the Common Shares are then listed, if required by such exchanges. Upon payment as aforesaid, the Options shall terminate and be at an end and the Optionee shall cease to have any further rights in respect thereof.

13. Alterations in Shares

In the event, at any time or from time to time, that the share capital of the Corporation shall be consolidated or subdivided prior to the exercise by the Optionee, in full, of any Option in respect of all of the shares granted or the Corporation shall pay a dividend upon the Common Shares by way of issuance to the holders thereof of additional Common Shares, Options with respect to any shares which have not been purchased at the time of any such consolidation, subdivision or stock dividend shall be proportionately adjusted so that the Optionee shall from time to time, upon the exercise of an Option, be entitled to receive the number of shares of the Corporation the Optionee would have held following such consolidation, subdivision or stock dividend if the Optionee had purchased the shares and had held such shares immediately prior to such consolidation, subdivision or stock dividend. Upon any such adjustments being made, the Optionee shall be bound by such adjustments and shall accept the terms of such Options in lieu of the Options previously outstanding.

14. Option Agreements

A written agreement will be entered into between the Corporation and each Optionee to whom an Option is granted hereunder, which agreement will set out the number of Common Shares subject to Option, the Exercise Price, provisions as to vesting (if applicable) and expiry, and any other terms approved by the Committee, all in accordance with the provisions of this Plan. The agreement will be in such form as the

Committee may from time to time approve, or authorize the officers of the Corporation to enter into, and may contain such terms as may be considered necessary in order that the Option will comply with this Plan, any provisions respecting Options in the income tax or other laws in force in any country or jurisdiction of which the person to whom the Option is granted may from time to time be a resident or citizen, and the rules of any regulatory body having jurisdiction over the Corporation.

15. Change of Control

The Committee shall have the power, in the event of a Change of Control to make such arrangements as it shall deem appropriate for the exercise of outstanding Option or continuance of outstanding Options, including to accelerate and amend any stock option agreements to permit the exercise of any or all of the remaining Options prior to the completion of any such transaction. If the Committee shall exercise such power, the Option shall be deemed to have been amended to permit the exercise thereof in whole or in part by the Optionee at any time or from time to time as determined by the Committee prior to the completion of such transaction.

16. Surrender Option

An Optionee may make an offer (the " Surrender Offer ") to the Corporation, at any time, for the disposition and surrender by the Optionee to the Corporation (and the termination thereof) of any of the Options granted hereunder for an amount (not to exceed fair market value) specified therein by the Optionee. The Corporation may, but is not obligated to, accept the Surrender Offer, subject to any regulatory approval required. If the Surrender Offer, either as made or as renegotiated, is accepted, the Options in respect of which the Surrender Offer relates shall be surrendered and deemed to be terminated and cancelled and shall cease to grant the Optionee any further rights thereunder upon payment of the amount of the agreed Surrender Offer by the Corporation to the Optionee.

17. Regulatory Authorities Approvals

The Plan shall be subject to the approval, if required, of any stock exchange on which the Common Shares are listed for trading. Any Options granted prior to such approval shall be conditional upon such approval being given, and no such Options may be exercised unless such approval, if required, is given.

18. Amendment or Discontinuance of the Plan

The Committee may not, without the prior approval of the holders of Common Shares: (i) make any amendment to the Plan to increase the percentage of Common Shares issuable on exercise of outstanding Options at any time pursuant to Section 3(a) hereof; (ii) extend the term of any outstanding Option beyond the original expiry date of such Option; (iii) make any amendment to increase the maximum limit on the number of securities that may be issued to Insiders pursuant to Sections Error! Reference source not found. or (d) hereof; (iv) make any amendment to Section Error! Reference source not found. to increase the maximum number of Common Shares issuable on exercise of Options granted to directors who are not officers or employees of the Corporation; (v) make any amendment to the Plan that would permit an Optionee to transfer or assign Options to a new beneficial Optionee other than in the case of death of the Optionee; or (vi) amend this Section 17. The Committee may not, without the prior approval of the disinterested holders of Common Shares, reduce the exercise price of any outstanding Options held by Insiders;

Except as restricted by the foregoing, the Committee may amend or discontinue the Plan or Options granted thereunder at any time without shareholder approval provided that any amendment to the Plan that requires

approval of any stock exchange on which the Common Shares are listed for trading may not be made without approval of such stock exchange. In addition, no amendment to the Plan or Options granted pursuant to the Plan may be made without the consent of the Optionee, if it adversely alters or impairs any Option previously granted to such Optionee under the Plan.

19. Hold Period

In addition to any resale restrictions imposed under applicable securities laws, if required by the TSX Venture or the TSX or any other regulatory authority, Options granted under the Plan and Common Shares issued on exercise of such Options may be required to be legended evidencing that the Options and the Common Shares issued upon exercise of the Options are subject to a hold period or restricted period as required by the TSX Venture or the TSX or other applicable regulatory authority and the Optionee by accepting the Option agrees to comply therewith.

20. Common Shares Duly Issued

Common Shares issued upon the exercise of an Option granted hereunder will be validly issued and allotted as fully paid and non-assessable upon receipt by the Corporation of the Exercise Price therefore in accordance with the terms of the Option, and the issuance of Common Shares thereunder will not require a resolution or approval of the Board of Directors of the Corporation.

21. Prior Plans

This Plan shall come into force and effect on ratification approval by shareholders of the Corporation or its predecessor corporations and, if necessary, approval of any stock exchange on which the Common Shares are listed for trading and entirely replaces and supersedes prior share option plans enacted by the Board of Directors of the Corporation, or its predecessor corporations.

22. Definitions

(a) " Blackout Period " means the period of time when, pursuant to any policies of the Corporation, any securities of the Corporation may not be traded by certain persons as designated by the Corporation, including any holder of an Option.
(b) " Change of Control " means
(i) The acquisition of:
- (A) the Common Shares of the Corporation; and/or
- (B) securities convertible into, exercisable for or carrying the right to purchase shares of the Corporation (" Convertible Securities "),

as a result of which a person, group of persons or persons acting jointly or in concert, or persons that are associates or affiliates with any such person, group of persons or any of such persons (collectively " Aquirors "), beneficially own shares of the Corporation or Convertible Securities such that, assuming only the conversion or exercise of Convertible Securities beneficially owned by the Acquirors, the Acquirors would beneficially own shares which would entitle them to cast more than 50% of the votes attaching to all shares in the capital of the Corporation which may be cast to elect directors of the Corporation;

(ii) Approval by the shareholders of the Corporation of:
- (A) an amalgamation, arrangement, merger or other consolidation of the Corporation with another corporation pursuant to which the shareholders of the Corporation immediately prior thereto do not immediately thereafter own shares of the successor continuing corporation which entitle them to cast more than 50% of the votes attaching to all shares in the capital of the successor or continuing corporation which may be cast to elect directors of that corporation; or
- (B) a liquidation, dissolution or winding-up of the Corporation; or
- (C) a sale, lease or other disposition of all or substantially all of the assets of the Corporation; or
(iii) such other transaction or event as the Committee deems, in its sole discretion, to constitute a Change of Control.
(c) " insider ", " associate ", " affiliate " have the meanings ascribed thereto in the Securities Act (Ontario).
(d) " Insider " means an insider of the Corporation and any person who is an associate or an affiliate of an insider of the Corporation.
(e) " Outstanding Securities " at the time of any share issuance or grant of Options means the aggregate number of Common Shares that are outstanding immediately prior to the share issuance or grant of Options in question on a non-diluted basis, or such other number as may be determined under the applicable rules and regulations of all regulatory authorities to which the Corporation may be subject, including the TSX Venture, the TSX or such other stock exchange as the Common Shares may be listed for trading.
(f) " Security Based Compensation Arrangements " means (i) stock option plans for the benefit of employees, Insiders, Service Providers or any one of such groups; (ii) individual stock options granted to employees, Service Providers or Insiders if not granted pursuant to a plan previously approved by the Corporation's shareholders; (iii) stock purchase plans where the Corporation provides financial assistance or where the Corporation matches the whole or a portion of the securities being purchased; (iv) stock appreciation rights involving issuances by the Corporation of securities from treasury; (v) any other compensation or incentive mechanism involving the issuance or potential issuances of securities of the Corporation; and (vi) security purchases from treasury by an employee, Insider or Service Provider which is financially assisted by the Corporation by any means whatsoever; provided that Security Based Compensation Agreements shall not include any warrants of the Corporation outstanding on the effective date of this Plan.
(g) " Service Provider " means a person or company engaged by the Corporation to provide services for an initial, renewable or extended period of twelve months or more.

23. Effective Date

This Plan is effective on June 21, 2021, subject to shareholder approval.

SCHEDULE B – AUDIT COMMITTEE CHARTER

PATHWAY HEALTH CORP. (THE “CORPORATION”)

AUDIT COMMITTEE CHARTER

1. Policy Statement

It is the policy of the Corporation to establish and maintain an Audit Committee (the “Committee”) to assist the directors (individually a “Director” and collectively the “Board”) of the Corporation in carrying out the Board’s oversight responsibility for the accounting, internal controls, financial reporting, audits of financial statements and risk management processes of the Corporation.

The Committee shall be provided with resources commensurate with the duties and responsibilities assigned to it by the Board including appropriate administrative support. Without limiting the generality of the foregoing, the Corporation shall provide for appropriate funding, as determined by the Committee in its capacity as a committee of the Board, for payment of: (a) compensation to any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for Corporation; (b) compensation to any advisers engaged by the Committee under section 4(c)(iii) of this charter; and (c) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

If determined appropriate by the Committee, it shall have the discretion to institute investigations of improprieties, or suspected improprieties within the scope of its responsibilities, including the standing authority to retain special counsel or other experts. The Committee shall have unrestricted access to the Corporation’s external auditors, is authorized to seek any information that it requires from any employee and all employees are directed to co-operate with any request made by the Committee.

2. Composition of Committee

(a) The Committee shall be established by a resolution of the Board. The Committee shall consist of a minimum of three (3) Directors. The Board shall appoint the members of the Committee and may seek the advice and assistance of the Compensation, Nominating and Governance Committee in identifying qualified candidates. The Board shall appoint one member of the Committee to be the chair of the Committee (the “Chair”).
(b) A majority of the members of the Committee shall be Directors who are independent within the meaning of National Instrument 52-110 – Audit Committees (“NI 52-110”), and the rules of any stock exchange or market on which the Corporation’s shares are listed or posted for trading (collectively, “Applicable Governance Rules”) and the chair of the Committee shall be independent. In this charter, the term “independent” includes the meanings given to similar terms by Applicable Governance Rules, including the terms “non-executive”, “outside” and “unrelated” to the extent such terms are applicable under Applicable Governance Rules.
(c) All members of the Committee must be able to read and understand fundamental financial statements (including a balance sheet, income statement and cash flow statement) and read and understand a set of financial statements that present a breadth and level of

complexity of accounting issues that are generally comparable to the breadth and level of complexity of the issues that can reasonably be expected to be raised by the Corporation’s financial statements.

(d) A Director appointed by the Board to the Committee shall be a member of the Committee until replaced by the Board or until his or her resignation.

3. Meetings of the Committee

(a) The Committee shall convene a minimum of four times each year at such times and places as may be determined by the Chair of the Committee, and whenever a meeting is requested by the Board, a member of the Committee, the auditors or senior management of the Corporation. Scheduled meetings of the Committee shall correspond with the review of the quarterly and year-end financial statements and management discussion and analysis.
(b) Notice of each meeting of the Committee shall be given to each member of the Committee.
(c) Notice of a meeting of the Committee shall:
(i) be in writing, which includes electronic communication facilities;
(ii) state the nature of the business to be transacted at the meeting in reasonable detail;
(iii) to the extent practicable, be accompanied by a copy of any documentation to be considered at the meeting; and
(iv) be given at least two business days prior to the time stipulated for the meeting or such shorter period as the members of the Committee may permit.
(d) A quorum for the transaction of business at a meeting of the Committee shall consist of a majority of the members of the Committee. However, it shall be the practice of the Committee to require review, and, if necessary, approval of important matters by all members of the Committee.
(e) A member or members of the Committee may participate in a meeting of the Committee by means of such telephonic, electronic or other communication facilities as permits all persons participating in the meeting to communicate with each other. A member participating in such a meeting by any such means is deemed to be present at the meeting.
(f) In the absence of the Chair of the Committee, the members of the Committee shall choose one of the members present to chair the meeting. In addition, the members of the Committee shall choose one of the persons present to be the secretary of the meeting.
(g) The Committee may invite such persons to attend meetings of the Committee as the Committee considers appropriate, except to the extent exclusion of certain persons is required pursuant to this charter or by applicable laws.

(h) The Committee may invite the external auditors to be present at any meeting of the Committee and to comment on any financial statements, or on any of the financial aspects, of the Corporation.
(i) The Committee (i) shall meet with the external auditors separately from individuals other than the Committee and (ii) may meet separately with management of the Corporation.
(j) Minutes shall be kept of all meetings of the Committee and shall be signed by the chair and the secretary of the meeting. The Chair of the Committee shall circulate the minutes of the meetings of the Committee to all members of the Board.

4. Duties and Responsibilities of the Committee

(a) The Committee, in its capacity as a committee of the Board, is directly responsible for recommending to the Board the public accounting firm to be nominated for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Corporation (the “external auditor”) as well as the compensation of the external auditor. The Committee shall also be directly responsible for the oversight of the work of the external auditor (including resolution of disagreements between management and the auditor regarding financial reporting), and each such external auditor must report directly to the Committee.
(b) The other primary duties and responsibilities of the Committee are to:
(i) identify and monitor the management of the principal risks that could impact the financial reporting of the Corporation;
(ii) monitor the integrity of the Corporation’s financial reporting process and system of internal controls regarding financial reporting and accounting compliance;
(iii) monitor the independence, objectivity and performance of the external auditors, including, without limitation: (A) ensuring the Committee’s receipt from the external auditors at least annually of a formal written statement delineating all relationships between the external auditors and the Corporation; (B) actively engaging in dialogue with the external auditors with respect to any disclosed relationships or services that may impact the objectivity and independence of the external auditor; and (C) taking, or recommending that the Board take, appropriate action to oversee the independence of the external auditors;
(iv) evaluate the performance of the external auditors at least annually;
(v) deal directly with the external auditors to approve external audit plans, other services (if any) and fees;
(vi) directly oversee the external audit process and results (in addition to items described in subsection 4(e) below);
(vii) provide an avenue of communication between the external auditors, management and the Board;

(viii) review annually with management of the Corporation the anti-fraud, anti-bribery, anti-corruption and risk assessment programs of the Corporation;
(ix) carry out a review designed to ensure that an effective “whistle blowing” procedure exists to permit stakeholders to express any concerns regarding accounting or financial matters to an appropriately independent individual; and
(x) oversee all pension and retirement benefit plans if and when established.
(c) The Committee shall have the authority to:
(i) inspect any and all of the books and records of the Corporation and its subsidiaries;
(ii) discuss with the management of the Corporation and its subsidiaries, any affected party and the external auditors, such accounts, records and other matters as any member of the Committee considers appropriate;
(iii) engage independent counsel and other advisors as it determines necessary to carry out its duties; and
(iv) set and pay the compensation for any advisors engaged by the Committee.

Relationship with the Board

(d) The Committee shall, at the earliest opportunity after each meeting, report to the Board the results of its activities and any reviews undertaken and make recommendations to the Board as considered appropriate.

Relationship with External Auditors

(e) The Committee shall:
(i) review the audit plan with the external auditors and with management;
(ii) review with the external auditors the critical accounting policies and practices used by the Corporation, all alternative treatments of financial information within international financial reporting standards (“IFRS”) that the external auditors have discussed with management, the ramifications of the use of such alternative disclosures and treatments and the treatment preferred by the external auditors;
(iii) discuss with management and the external auditors any proposed changes in major accounting policies or principles, the presentation and impact of material risks and uncertainties and key estimates and judgments of management that may be material to financial reporting;
(iv) review with management and with the external auditors material financial reporting issues arising during the most recent financial period and the resolution or proposed resolution of such issues;

(v) review any problems experienced or concerns expressed by the external auditors in performing any audit, including any restrictions imposed by management or any material accounting issues on which there was a disagreement with management;
(vi) review with the external auditors any accounting adjustments that were noted or proposed by the independent auditor but that were “passed” (as immaterial or otherwise), any communications between the audit team and the external auditor’s national office respecting auditing or accounting issues presented by the engagement, any “management” or “internal control” letter or schedule of unadjusted differences issued, or proposed to be issued, by the external auditors to the Corporation, or any other material written communication provided by the external auditors to the Corporation’s management;
(vii) review with senior management the process of identifying, monitoring and reporting the principal risks affecting financial reporting;
(viii) review and discuss with management and the external auditors any off-balance sheet transactions or structures and their effect on the Corporation’s financial results and operations, as well as the disclosure regarding such transactions and structures in the Corporation’s public filings;
(ix) review the audited annual financial statements (including management discussion and analysis) and related documents in conjunction with the report of the external auditors and obtain an explanation from management of all material variances between comparative reporting periods;
(x) consider and review with management, the internal control memorandum or management letter containing the recommendations of the external auditors and management’s response, if any, including an evaluation of the adequacy and effectiveness of the internal financial controls and procedures for financial reporting of the Corporation and subsequent follow-up to any identified weaknesses;
(xi) review with financial management and the external auditors the quarterly unaudited financial statements and management discussion and analysis before release to the public;
(xii) periodically meet separately with management and the external auditors;
(xiii) oversee the financial affairs of the Corporation and its subsidiaries, and, if deemed appropriate, make recommendations to the Board, external auditors or management;
(xiv) discuss with management and the external auditors any correspondence with regulatory or governmental agencies that raise material issues regarding the Corporation’s financial statements or accounting policies;
(xv) consider the recommendations of management in respect of the appointment and terms of engagement of the external auditor;

(xvi) pre-approve all audit and non-audit services to be provided to the Corporation or its subsidiaries by its external auditors, or the external auditors of subsidiaries of the Corporation, subject to the overriding principle that the external auditors not be permitted to be retained by the Corporation to perform internal audit outsourcing services or financial information systems services; provided that notwithstanding the above, the foregoing pre-approval of non-audit services may be delegated to a member of the Committee, with any decisions of the member with the delegated authority reporting to the Committee at the next scheduled meeting;
(xvii) approve the engagement letter for non-audit services to be provided by the external auditors or affiliates thereof together with estimated fees, and consider the potential impact of such services on the independence of the external auditors;
(xviii) when there is to be a change of external auditors, review all issues and provide documentation related to the change, including the information to be included in the notice of change of auditors and documentation required pursuant to the then current legislation, rules, policies and instruments of applicable regulatory authorities and the planned steps for an orderly transition period; and
(xix) review all reportable events, including disagreements, unresolved issues and consultations, as defined by applicable laws, on a routine basis, whether or not there is to be a change of the external auditors.
(f) In connection with the public disclosure of financial information and other public disclosure, the Committee shall:
(i) review the Corporation’s financial statements, MD&A and annual and interim profit or loss press releases before the Corporation publicly discloses this information;
(ii) review with management its evaluation of the Corporation’s procedures and controls designed to assure that information required to be disclosed in the Corporation’s periodic public reports is recorded, processed, summarized and reported in such reports within the time periods specified by applicable securities laws for the filing of such reports (“Disclosure Controls”), and consider whether any changes are appropriate in light of management’s evaluation of the effectiveness of such Disclosure Controls;
(iii) establish a policy, which may include delegation to an appropriate member or members of management, for release of earnings press releases as well as for the release of financial information and earnings guidance provided to analysts and rating agencies;
(iv) satisfy itself that adequate procedures are in place for the review of the Corporation’s public information extracted from the Corporation’s financial statements, other than the public information reviewed in accordance with section 4(f)(i), and periodically assess the adequacy of those procedures;
(v) to the extent deemed appropriate, review and supervise the preparation by management of:

  - (A) the annual information forms, management information circulars and annual and interim financial statements of the Corporation and any other information of the Corporation filed by the Corporation with the applicable securities regulators;

  - (B) press releases of the Corporation containing financial information, earnings guidance, forward-looking statements, information about operations or any other material information;

  - (C) correspondence broadly disseminated to shareholders of the Corporation; and

  - (D) other relevant written and oral communications or presentations;

(vi) before release, review and if appropriate, recommend for approval by the Board, all public disclosure documents containing audited or unaudited financial information, including any prospectuses, annual reports, annual information forms, management discussion and analysis and press releases, focusing particularly on:
- (A) any changes in accounting policies and practices;
- (B) any important areas where judgment must be exercised;
- (C) significant adjustments resulting from the audit;
- (D) the going concern assumption, if any;
- (E) compliance with accounting standards; and
- (F) compliance with stock exchange and legal requirements;
(g) The Committee shall enquire into and determine the appropriate resolution of any conflict of interest in respect of audit or financial matters which are directed to the Committee by any member of the Board, a shareholder of the Corporation, the external auditors or senior management.
(h) The Committee shall periodically review with management the need for an internal audit function.
(i) The Committee shall review the accounting and reporting of costs, liabilities and contingencies of the Corporation.
(j) The Committee shall periodically discuss with management the Corporation’s major financial risk exposures and the steps management has taken to monitor and control such exposures.
(k) The Committee shall establish, monitor and review policies and procedures for internal accounting, financial control and management information.

(l) The Committee shall periodically discuss with management the Corporation’s process for performing its quarterly certifications pursuant to Multilateral Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings.
(m) The Committee shall review with the Chief Executive and Chief Financial Officer of the Corporation any report on significant deficiencies in the design or operation of the internal controls that could adversely affect the Corporation’s ability to record, process, summarize or report financial data, any material weaknesses in internal controls identified to the auditors, and any fraud, whether or not material, that involves management or other employees who have a significant role in the Corporation’s internal controls.
(n) The Committee shall establish and maintain procedures for:
(i) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters;
(ii) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters; and
(iii) reviewing arrangements by which staff of the Corporation may, in confidence, raise concerns about possible improprieties in matters of financial reporting and ensuring that arrangements are in place for proportionate and independent investigation and follow-up action.
(o) At each meeting of the Committee, the Committee shall review any complaints or concerns of employees of the Corporation regarding accounting, internal accounting controls, or auditing matters relating to the Corporation and violations of the Code of Business Conduct and Ethics of the Corporation, the Anti-Bribery and Anti-Corruption Policy of the Corporation and of any applicable law, rule or regulation and shall follow the procedures established under the Whistleblower Policy regarding such concerns and complaints.
(p) The Committee shall review all related party transactions and discuss the business rationale for these transactions and determine whether appropriate disclosures have been made. For this purpose, the term “related party transactions” includes any “material transaction” required to be disclosed under Item 13 of Form 51-102F2 under National Instrument 51-102 - Continuous Disclosure Obligations .
(q) The Committee shall review the Corporation’s compliance and ethics programs, including consideration of legal and regulatory requirements, and shall review with management its periodic evaluation of the effectiveness of such programs.
(r) The Committee shall, in consultation with the Compensation, Nominating and Governance Committee, review the Corporation’s Code of Business Conduct and Ethics and programs that management has established to monitor compliance with such code, and periodically, after consultation with the Compensation, Nominating and Governance Committee, make recommendations to the Board regarding the Corporation’s Code of Business Conduct and Ethics that the Committee shall deem appropriate.
(s) The Committee shall periodically review any Anti-Bribery and Anti-Corruption Policy of the Corporation if and when established, and make recommendations to the Board regarding

the Corporation’s Anti-Bribery and Anti-Corruption Policy that the Committee shall deem appropriate.

(t) The Committee shall review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditors.
(u) The Committee shall receive any reports from legal counsel of evidence of a material violation of securities laws or breaches of fiduciary duty by the Corporation.
(v) The Committee shall review with the Corporation’s legal counsel, on no less than an annual basis, any legal matter that could have a material impact on the Corporation’s financial statements and any enquiries received from regulators or government agencies.
(w) The Committee shall assess, on an annual basis, the adequacy of this charter and the performance of the Committee.

Approved by the Directors on May 31, 2021.

AI assistant

Pathway Health Corp. — Proxy Solicitation & Information Statement 2022

47421_rns_2022-06-28_75ca477f-e350-4b22-b065-b1b9112ea63b.pdf

NOTICE OF MEETING AND

MANAGEMENT INFORMATION CIRCULAR

FOR THE

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

PATHWAY HEALTH CORPORATION

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

MANAGEMENT INFORMATION CIRCULAR

Introduction

Currency

GENERAL PROXY MATTERS

Voting in Person at the Meeting

Solicitation of Proxies

Appointment of Proxies

Non-Registered Holders

Revocation

Voting of Proxies

Non-Objecting Beneficial Owners

Record Date

Voting Shares, Voting Rights and Quorum

Principal Shareholders

Notes:

Interest of Certain Persons or Companies in the Matters to be Acted Upon

MATTERS TO BE ACTED UPON

Audited Financial Statements

Election of Directors

Re-appointment of Auditors

Approval of Stock Option Plan Resolution

Summary of the Stock Option Plan

Approval of the Stock Option Plan

BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

Approval of Line of Credit Resolution

Summary of the Line of Credit

Disinterested Shareholder Approval

BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

Independent Directors Recommendation

Factors Considered by the Independent Directors

OTHER MATTERS COMING BEFORE THE MEETING

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Compensation Philosophy

Principal Elements of Compensation

Base Salaries

Short-Term Incentive Pay (“STIP”)

Long-Term Incentive Pay (“LTIP”)

Compensation Risk

Summary Compensation Table

Notes:

Executive Employment Agreements

Ken Yoon – Chief Executive Officer

Mr. Yoon is party to an executive employment agreement dated March 16, 2021.

Wayne Cockburn - President

Aura Balboa – Chief Financial Officer

Kim Wei – Chief Commercialization Officer

Estimated Incremental Payment on Change of Control and/or Termination

Stock Option Plans and Other Incentive Plans

Outstanding Option-Based Awards Table

Incentive Plan Awards – Value Vested or Earned During the Year

Notes:

Equity Compensation Plan Information

Pension Benefit Plans

Director Compensation

Outstanding Option-Based Awards Table - Directors

Incentive Plan Awards – Value Vested or Earned During the Year - Directors

Indebtedness of Directors and Executive Officers

CORPORATE GOVERNANCE DISCLOSURE

Board of Directors

Directorships

Board Committees

Audit Committee

CNG Committee

Board of Directors, Committee and Director Evaluation

Disclosure and Insider Trading Policy

DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

ADDITIONAL INFORMATION

SCHEDULE A – STOCK OPTION PLAN

PATHWAY HEALTH CORP. SHARE OPTION PLAN

Pathway Health Corp. Proxy Solicitation & Information Statement 2022