The TSX Venture Exchange has accepted for filing documentation an asset purchase agreement dated Aug. 31, 2021, between Pathway Health Services Corp. (the purchaser), a wholly owned subsidiary of Pathway Health Corp., O Cannabis We Stand on Guard for Thee Corp. (the vendor), and CannTrust Inc. and Morgan Toombs (collectively, the vendor’s shareholders). Pursuant to the agreement, the purchaser will acquire all or substantially all of the assets of the vendor for a total consideration of $400,000. The purchase price consists of: (i) a cash payment of $150,000; (ii) the issuance of 300,000 common shares of the company at a deemed price of 50 cents per share at closing of the transaction, unless the five-day volume weighted average price (VWAP) of the shares preceding the date that is four months after the closing date of the transaction is less than 50 cents, then the company will either pay (a) cash, in an amount equivalent to the lesser of $30,000, or the product of the VWAP and 75,000, or (b) issue common shares of the company equivalent to the lesser of 75,000, or the quotient of $30,000 and the VWAP; and (iii) a performance bonus up to a maximum aggregate amount of $100,000, payable in either cash or issuance of common shares of the company at a deemed price per share, which shall be the greater of: (a) 40 cents; (b) the five-day VWAP with reference to the five trading days immediately preceding the issuance date; or (c) the closing price of the common shares of the company on the exchange on the date on which the transaction is publicly announced.

For further details, please see the company’s news release dated Sept. 7, 2021.