PanGenomic Health Announces Plans to Settle Outstanding Debts of $1 Million in Private Placement Offering

May 17, 202411:31 UTC

(TheNewswire)

Vancouver, British Columbia, May 17 2024 –TheNewswire – PanGenomicHealth Inc. (“PanGenomic Health” or the “Company”) NARAis pleased to announce that the Company intendsto settle outstanding indebtedness in the amount of approximately$1,000,000 through a private placement offering (the"Offering") of an aggregate of approximately 20,000,000 units(the “Units”) of the Company at a price of $0.05 per Unit.

Each Unit will consist of one Class A Common share inthe capital of the Company (each a "Common Share")and one share purchase warrant (each a “Warrant”), witheach Warrant being exercisable for one additional Common Share (a"WarrantShare") at a price of $0.10 per WarrantShare for a period of 24 months from the date of issuance. If theclosing price of the Common Shares is greater than or equal to $0.20for a period of 10 consecutive trading days, the Company mayaccelerate the expiration of the Warrants to the date that is 30 daysafter the issuance of a news release announcing such acceleration. Theoutstanding indebtedness to be settled in the Offering consist of cashloans advanced to the Company as well as trade payables owed by theCompany.

The sale of the Units, and the Common shares andWarrant Shares thereunder, will result in the issuance of more than100% of the current number of issued and outstanding Common Shares ofthe Company. The Canadian Securities Exchange (the “CSE”) has approvedthe Company’s reliance on an exemption from the shareholder approvalrequirements in Section 4.6(2)(b) of CSE Policy 4 – Corporate Governance, Security HolderApprovals and Miscellaneous Provisions on thebasis that the Company is in serious financial difficulty and that theCompany's sole independent director has determined that the Offeringis in the best interests of the Company and that it is not feasible toobtain securityholder approval in a timely manner. No Related Persons(as that term is defined in the policies of the CSE) will participatein the Offering Accordingly, the Company will not hold a vote of itsshareholders to approve the sale of the Units under the Offering.

The securities issued pursuant to the Offering aresubject to a four month plus one day hold period under applicableCanadian securities laws.

Pursuant to the policies of the Canadian SecuritiesExchange, the Offering is expected to close five business days fromthe date of this announcement.

This news release does not constitute an offer of securities forsale in the United States. The securities being offered have not been,nor will they be, registered under the United States Securities Act of1933, as amended (the "U.S. Securities Act") or anyapplicable state securities laws. Such securities may not be offeredor sold within the United States except pursuant to an effectiveregistration statement under the U.S. Securities Act and thesecurities laws of any applicable state in the United States orpursuant to an available exemption from the registration requirementsthereof.

About PanGenomic Health Inc.

PanGenomic Health is a precision health company thathas developed a self-care digital platform to deliver personalized,evidence-based information about natural treatments. The Company’sinitial focus is to support mental health. Registered as a BritishColumbia benefit company, PanGenomic Health's mission is to promoteand improve the health and wellness of people and society by providinga technology platform that identifies plant-based solutions tailoredto the health profile of each individual.

For more information, please contact:

Jerry Lai, Investor Relations Maryam Marissen, President & CEO

PanGenomic Health Inc. PanGenomic Health Inc.

778 743 4642 778 743 4642

ir@pangenomic.com info@pangenomic.com

This news release includes certainstatements that may be deemed “forward-looking statements”,including statements respecting the services to be provided byPanGenomic Health and the consideration to be paid to PanGenomicHealth. The use of any of the words “anticipate”, “continue”,“estimate”, “expect”, “may”, “will”, “would”,“project”, “should”, “believe” and similar expressions areintended to identify forward looking statements. Although PanGenomicHealth believes that the expectations and assumptions on which theforward-looking statements are based are reasonable, undue relianceshould not be placed on the forward-looking statements becausePanGenomic can give no assurance that they will prove to be correct.Since forward-looking statements address future events and conditions,by their very nature they involve inherent risks and uncertainties.These statements speak only as of the date of this News Release.Actual results could differ materially from those currentlyanticipated due to a number of factors and risks including variousrisk factors discussed in PanGenomic Health’s disclosure documentswhich can be found under PanGenomic Health’s profile on www.sedar.com.

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