Troilus Mining Corporation — AGM Information 2021

Mar 11, 2021

COLSON CAPITAL CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON WEDNESDAY, MARCH 31, 2021

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of common shares (“ Common Shares ”) of Colson Capital Corp. (the “ Corporation ”) will be held at the office of Borden Ladner Gervais LLP, at 1900, 520 – 3rd Avenue S.W., Calgary, Alberta T2P 0R3, at 2:00 p.m. (Calgary time) and by WebEx at https://blgmeet.webex.com/blgmeet/onstage/g.php?MTID=e25d30466dd74f43350384584e7b9267b, on Wednesday, March 31, 2021, for the following purposes:

1. to receive the audited financial statements of the Corporation as at and for the financial year ended March 31, 2020, together with the notes thereto and the auditors’ report thereon;

• to fix the number of directors to be elected at the Meeting at eight (8);

1. to elect the board of directors of the Corporation (the “ Board ”) to hold office until the next annual meeting of Shareholders or until their successors are duly elected or appointed;

2. 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;

3. to consider, and, if deemed advisable, to approve, 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;

4. 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;

5. to consider, and, if deemed advisable, to approve, 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;

6. to consider, and, if deemed advisable, to approve, 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;

7. to consider and, if deemed advisable, to pass ordinary resolutions of disinterested shareholders, 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 ”):

   • (a) approving of 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; and

   • (b) authorizing 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;

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1. to transact any other business as may properly be brought before the Meeting or any adjournment(s) or postponement thereof.

The details of all matters proposed to be put before the Shareholders at the Meeting are set forth in the Information Circular.

The record date for determination of the Shareholders entitled to receive notice of and to vote at the Meeting is March 2, 2021 (the “ Record Date ”).

If you are unable to attend the Meeting in person we request that you date, sign and return the enclosed form of proxy to Colson Capital Corp.’s transfer agent, AST Trust Company (Canada), P.O. Box 721, Agincourt, ON M1S 0A1, Attention: Proxy Department in the enclosed self-addressed envelope not later than 2:00 p.m. (Calgary time) on March 29, 2021 or not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to any adjournment of the meeting.

If you are a non-registered holder of Common Shares and have received these materials from your broker or another intermediary, please complete and return the voting instruction form or other authorization form provided to you by your broker or intermediary in accordance with the instructions provided. Failure to do so may result in your Common Shares not being eligible to be voted at the Meeting.

The form of proxy confers discretionary authority with respect to: (i) amendments or variations to the matters of business to be considered at the Meeting; and (ii) other matters that may properly come before the Meeting. As of the date hereof, management of the Corporation knows of no amendments, variations or other matters to come before the Meeting other than the matters set forth in this Notice of Annual General and Special Meeting. Shareholders who are planning on returning the accompanying form of proxy are encouraged to review the Information Circular carefully before submitting the proxy form.

DATED this 5[th] day of March, 2021.

BY ORDER OF THE BOARD OF DIRECTORS OF COLSON CAPITAL CORP.

"Michael Doyle"

Michael Doyle Colson Capital Corp.

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