Mr. Jolyon Burton reports

NEUPATH HEALTH ANNOUNCES PROPOSED SHARES FOR DEBT SETTLEMENT

Neupath Health Inc. intends to settle an aggregate amount of $420,000 of indebtedness 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 at a deemed price of 47 cents per settlement share, being the closing price of the company's common shares on the TSX Venture Exchange on March 31, 2026.

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 Jan. 1, 2023, to Dec. 31, 2025, 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 Dec. 31, 2022, the company was in a net debt position of $3.1-million, with revenues of $62.7-million and adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) of $2.3-million. When the performance period ended, the net debt position improved significantly to $1.7-million, revenue grew by 39 per cent to $87.2-million and adjusted EBITDA grew by 161 per cent to $6.0-million. Following the completion of this settlement, the board and management's insider ownership would be 13 per cent.

"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. 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 per cent 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.

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