Pathway Health Corp. — Proxy Solicitation & Information Statement 2021

Mar 11, 2021

FOR AGAINST FOR AGAINST

COLSON CAPITAL CORP. COLSON CAPITAL CORP.

Appointment of Proxyholder:

I/We, being holder(s) of common shares of Colson Capital Corp. (the “Corporation”), hereby appoint: Michael Doyle, Chief Executive Officer, or, failing him, Murray Moore, Chief Financial Officer, OR

(Print the name of the person you are appointing if this person is someone other than the individuals listed above) as proxy of the undersigned, to attend, act and vote in respect of all registered shares in the name of the undersigned at the Annual General and Special Meeting of Shareholders of the Corporation to be held at 2:00 p.m. (Calgary Time) on March 31, 2021 at the office of Borden Ladner Gervais LLP, at 1900, 520 – 3[rd] Avenue S.W., Calgary, Alberta T2P 0R3, and by WebEx at https://blgmeet.webex.com/blgmeet/onstage/g.php?MTID=e25d30466dd74f43350384584e7b9267b (the “Meeting”), and at any and all adjournments or postponements thereof in the same manner, to the same extent and with the same powers as if the undersigned were personally present, with full power of substitution. Without limiting the general powers and authority hereby conferred on the form of proxy, the holdings represented by this proxy are specifically directed to be voted or withheld from being voted as follows:

Directors and Management recommend voting FOR Resolutions 1, 2, 3, 4, 5, 6, 7, 8, and 9. Please use a dark black pencil or pen.

lease use a dark black pencil or pen.
		FOR AGAINST
1. Fixing the Number of Directors: To fix the number of directors to be elected at the Meeting at eight (8). 2. Election of Directors: The election of the following nominees as directors of Colson until the close of the next annual meeting.	FOR			WITHHOLD
01 Michael Doyle
02 Murray Moore
03 John Prince
04 Arthur Sumner
05 Michael Khan
06 Barry Schloss 07 James Varanese
08 Kyle Detwiler
		FOR WITHHOLD
3. Appointment of Auditors: To approve the appointment of Grant Thornton LLP as auditors of the Corporation for the ensuing year at such remuneration as may be determined by the Board.
		FOR AGAINST
4. Stock Option Plan: To consider, and, if deemed advisable, to pass, with or without variation, an ordinary resolution, the full text of which is set forth in the accompanying management information circular (“Information Circular”) prepared for the purposes of the Meeting, approving the Corporation’s stock option plan.
		FOR AGAINST

6. Name Change:

To consider, and, if deemed advisable, to pass, with or without variation, a special resolution, the full text of which is set forth in the Information Circular, authorizing the change of name of the Corporation to “Pathway Health Corp.”, or such other name as the Board, in their sole discretion and subject to applicable regulatory approval, determines to be appropriate.

	FOR 7. Share Consolidation: To consider, and, if deemed advisable, to pass, with or without variation, a special resolution, the full text of which is set forth in the Information Circular, approving an amendment to the articles of incorporation of the Corporation to consolidate the issued and outstanding Common Shares on the basis of one (1) post-consolidation Common Share for every 2.941 pre- consolidation Common Shares, or such other ratio as determined by the Board.	AGAINST	AGAINST
	FOR	AGAINST
	8. Updated CPC Policy Amendment To consider, and, if deemed advisable, to pass ordinary resolution of disinterested shareholdersapproving the removal of the consequences associated with the Corporation not completing a Qualifying Transaction within 24 months of its listing date in accordance with the Updated CPC Policy, the full texts of which are set forth in the Management Information Circular, approving the following to give effect to amendments to the TSX Venture Exchange’s Policy 2.4 with respect to Capital Pool Companies (“CPCs”) effective January 1, 2021 (the “Updated CPC Policy”).
	FOR	AGAINST
	9. New Escrow Agreement: To consider, and, if deemed advisable, to pass ordinary resolution of disinterested shareholdersauthorizing the Corporation to enter into a new escrow agreement to effect the new provisions for CPC escrow agreements set out in the Updated CPC Policy. At the discretion of the said proxyholders, upon any amendment or variation of the above matters or any other matter that may be properly brought before the Meeting or any adjournment or postponement thereof in such manner as such proxy, in such proxyholder's sole judgment, may determine. Dated , 2021
	(signature of shareholder)
	(name of shareholder – please print) All Proxies must be received by 2:00 p.m. (Calgary time) on Monday, March 29, 2021.

5. New Stock Option Plan:

To consider, and, if deemed advisable, to pass, with or without variation, an ordinary resolution, the full text of which is set forth in the Information Circular, approving the adoption of a new option plan of the Corporation, to be effective upon completion of the arm’s length qualifying transaction with Pathway Health Corp., as described in the Information Circular under the heading Approval of Resulting Issuer Option Plan.

COLSON CAPITAL CORP.

NOTES

1. Each shareholder has the right to appoint a proxy, other than the persons designated above, who need not be a shareholder, to attend and act and vote for him or her and on his or her behalf at the Meeting. To exercise such right, the names of the nominees of management should be crossed out and the name of the shareholder's appointee should be legibly printed in the blank space provided. The person appointed proxy must be present at the Meeting to vote.

2. If the shareholder is a corporation, its corporate seal must be affixed or this Instrument of Proxy must be signed by an officer or attorney thereof duly authorized.

3. This Instrument of Proxy must be dated and the signature hereon should be exactly the same as the name in which the shares are registered. If this Instrument of Proxy is undated, it will be deemed to be dated the date on which it was received by or on behalf of Colson.

4. Persons signing this Instrument of Proxy as executors, administrators, trustees, etc. should so indicate and give their full title as such.

5. This Instrument of Proxy will not be valid and not be acted upon or voted unless it is completed as outlined herein and submitted to AST Trust Company (Canada) at any time up to 2:00 p.m. (Calgary time) on Monday, March 29, 2021 or not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of any adjournment(s) or postponement(s) of the Meeting ( the " Proxy Deadline ")

6. If you appoint a proxy holder and submit your voting instructions and subsequently wish to change your appointment or voting instructions you may resubmit your proxy, any time up to the Proxy Deadline. When resubmitting a proxy, the latest proxy will be recognized as the only valid one, and all previous proxies submitted will be disregarded and considered as revoked, provided that your latest proxy is submitted any time up to the Proxy Deadline.

7. This Instrument of Proxy should be read in conjunction with the accompanying documentation provided by Management.

TELEPHONE

INTERNET

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MAIL, FAX or EMAIL

• Complete and return your signed proxy in the envelope provided or send to: AST Trust Company (Canada), P.O. Box 721 Agincourt, ON, M1S 0A1

• You may alternatively fax your proxy ( both sides ) toll free to 1-866-781-3111 or scan and email ( both sides )to proxyvote@astfinancial.com