NEUPATH HEALTH ANNOUNCES PROPOSED SHARES FOR DEBT SETTLEMENT

- Executives agree to take NeuPath shares to continue to participate in the future upside -

TORONTO--(BUSINESS WIRE)--NeuPath Health Inc. (TSXV:NPTH), (“NeuPath” or the “Company”) operates one of Canada’s largest networks of community-based, multidisciplinary medical facilities focused on the assessment and treatment of chronic pain, musculoskeletal/back pain, sports medicine and other pain medical services markets, announced today that it intends to settle an aggregate amount of $420,000 of indebtedness (the “Debt”) owing to Joseph Walewicz, the Company’s former Chief Executive Officer, and Jeff Zygouras, the Company’s Chief Financial Officer, through the issuance of an aggregate of 893,616 common shares in the capital of the Company (the “Settlement Shares”) at a deemed price of $0.47 per Settlement Share, being the closing price of the Company’s common shares on the TSX Venture Exchange (the “Exchange”) on March 31, 2026 (the “Debt Settlement”).

The Debt represents a portion of accrued one‑time performance‑based bonuses (“LTI Award”) payable to each of Mr. Walewicz and Mr. Zygouras in respect of the achievement of specified performance metrics for the period from January 1, 2023 to December 31, 2025 (“Performance Period”), as more particularly described in the Company’s management information circular dated April 22, 2025. The LTI Award was a performance and retention bonus that was implemented at a time when the Company was facing challenges resulting from poor financial performance. At that time, following the year ended December 31, 2022, the Company was in a net debt position of $3.1 million, with revenues of $62.7 million and Adjusted EBITDA of $2.3 million. When the Performance Period ended, the net debt position improved significantly to $1.7 million, revenue grew by 39% to $87.2 and Adjusted EBITDA grew by 161% to $6.0 million. Following the completion of this settlement, the board and management’s insider ownership would be 13%.

“On behalf of the Board and shareholders, I would like to thank Mr. Walewicz and Mr. Zygouras for their hard work and relentless dedication as they navigated NeuPath through some difficult times, and for accepting NeuPath shares as payment for the Debt,” said Jolyon Burton, Director, key NeuPath shareholder and co-founder of Bloom Burton & Co. “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.”

The Settlement Shares issued pursuant to the Debt Settlement will be subject to a statutory four‑month hold period, and completion of the Debt Settlement remains subject to final acceptance of the Exchange. No new control person or insider of the Company will be created as a result of the Debt Settlement.

The Debt Settlement constitutes a “related party transaction” within the meaning of Exchange Policy 5.9 – Protection of Minority Security Holders in Special Transactions and Multilateral Instrument 61‑101 – Protection of Minority Security Holders in Special Transactions (“MI 61‑101”). The Debt Settlement is exempt from the formal valuation and minority shareholder approval requirements of MI 61‑101 pursuant to subsections 5.5(a) and 5.7(1)(a) thereof, as neither the fair market value of the indebtedness settled nor the fair market value of the Settlement Shares to be issued exceeds 25% of the Company’s market capitalization. The Company intends to file a material change report in respect of the Debt Settlement prior to its completion.

Notwithstanding the foregoing, in accordance with Exchange Policy 4.4 – Security Based Compensation, disinterested shareholder approval is required for the settlement of compensation owed to non‑arm’s length parties through the issuance of securities where the aggregate amount of such indebtedness exceeds $10,000 per month. Accordingly, the Debt Settlement is subject to disinterested shareholder approval. The Company intends to seek such approval at its upcoming Annual and Special Meeting of Shareholders on June 10, 2026.

The Debt Settlement was approved by the independent members of the Company’s board of directors. No special committee was established in connection with the Debt Settlement, and no materially contrary views were expressed, nor were there any abstentions, by any director of the Company with respect thereto.

About NeuPath Health Inc.

NeuPath operates one of Canada’s largest networks of community-based, multidisciplinary medical facilities focused on the assessment and treatment of chronic pain, musculoskeletal/back pain, sports medicine and other pain medical services markets. NeuPath provides improved access to care and outcomes for patients by leveraging best-in-class treatments and delivering patient-centered multidisciplinary care. Working within Canada’s publicly funded healthcare system, NeuPath delivers insured medical services to help extend the appropriate care from hospitals into the community, which are complemented by select non-insured procedures to provide a comprehensive and coordinated treatment for patients. For additional information, please visit www.neupath.com.

Forward Looking Information

This news release contains forward-looking statements. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future. Forward-looking statements in this press release includes statements with respect to the anticipated approval of the Exchange and disinterested shareholders of the Debt Settlement. These forward-looking statements reflect the current expectations or beliefs of the Company based on information currently available to the Company. Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, the Company. Factors that could cause actual results or events to differ materially from current expectations included in this news release include, among other things, adverse market conditions, risks associated with obtaining and maintaining the necessary governmental permits and licenses related to the business of the Company, increasing competition in the market and other risks generally inherent in the chronic pain, sports medicine, concussion and workplace health services markets. A comprehensive discussion of these and other risks and uncertainties can be found in the Company’s Annual Information Form dated March 25, 2026 filed on SEDAR+ under the Company’s profile at www.sedarplus.ca.

Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions underlying the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to their inherent uncertainty.

NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS THE RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.