NEUPATH HEALTH ANNOUNCES PROPOSED SHARES FOR DEBT SETTLEMENT

Executive Summary

• NeuPath Health Inc. will settle $420,000 of indebtedness owed to former CEO Joseph Walewicz and CFO Jeff Zygouras by issuing 893,616 common shares at a deemed price of $0.47 per share.
• The settlement represents performance‑based long‑term incentive awards tied to the period Jan 1 2023 – Dec 31 2025, during which the company improved net debt from $3.1 M to $1.7 M and grew revenue 39% to $87.2 M and Adjusted EBITDA 161% to $6.0 M.
• The transaction is a related‑party deal exempt from formal valuation approval but will require disinterested shareholder approval at the Annual and Special Meeting on June 10 2026; shares are subject to a four‑month statutory hold period.

Key Details

• Debt Amount: $420,000 owed to former CEO (Joseph Walewicz) and CFO (Jeff Zygouras).
• Settlement Shares: 893,616 common shares to be issued at a deemed price of $0.47 per share (based on TSX‑V closing price March 31 2026).
• Performance Context: LTI awards linked to achievement of specified metrics for FY 2023‑2025; during that period revenue rose from $62.7 M to $87.2 M and Adjusted EBITDA grew from $2.3 M to $6.0 M.
• Insider Ownership Post‑Settlement: Expected to be 13% of the company’s outstanding shares.
• Statutory Hold Period: Shares subject to a four‑month hold period per securities regulations.
• Regulatory Exemptions: Transaction does not exceed 25% of market capitalization, thus exempt from formal valuation and minority shareholder approval under MI 61‑101; however, disinterested shareholder approval is required under Exchange Policy 4.4 because the indebtedness exceeds $10,000 per month.
• Shareholder Approval: To be sought at the Annual and Special Meeting of Shareholders scheduled for June 10 2026.
• Board Approval: Approved by independent directors; no special committee formed; no abstentions or dissenting votes recorded.
• Material Change Report: Company will file a material change report with the TSX Venture Exchange prior to completion of the settlement.

Notable Quotes

“The Company is now in a strong financial position and perfectly set up for Stephen Lemieux and the team to execute on our growth strategy.” – Jolyon Burton, Director and key NeuPath shareholder.