Pathway Health Corp. entered into a non-binding letter of intent to acquire Colson Capital Corp. (TSXV:COLS.P) in a reverse merger transaction on September 12, 2020. Pathway Health Corp. entered into a definitive share exchange agreement to acquire Colson Capital Corp. in a reverse merger transaction on January 29, 2021. Under the transaction, Colson will acquire all of the issued and outstanding shares of Pathway Health Corp. (“SpinCo”), following the acquisition by SpinCo of all of the business and assets of The Clinic Network Canada Inc. (TCNC) in consideration for the issuance of common shares of Colson Capital Corp. The share exchange agreement provides that Colson and Pathway will be completing a business combination, pursuant to which post-Consolidation Colson Shares will be issued to holders of shares of Pathway on the basis of one post-Consolidation Colson Share for every one Pathway Share; and holders of common share purchase warrants of Pathway will be exchanged for common share purchase warrants of Colson on substantially the same terms. On completion of the transaction, the securityholders of Pathway will own a substantial majority of the issued and outstanding common shares of the Resulting Issuer and Pathway shall become a wholly owned subsidiary of the Resulting Issuer. On or immediately prior to the closing of the transaction, Colson will consolidate the 8.4 million common shares of Colson currently issued and outstanding on the basis of 1 post-consolidation Colson Share for approximately every 2.941 outstanding pre-consolidation Colson share. Upon completion of the transaction, Colson Capital Corp. expects to change its name to “Pathway Health Corp.” or such other name as may be approved by TCNC's parent holding corporation. Upon completion of the transaction, it is the intention of the parties that the Resulting Issuer will continue on the business of Pathway.

Upon completion of the transaction, it is expected that the Board of Directors and the senior officers of the Resulting Issuer will consist of Ken Yoon as proposed Chief Executive Officer, Corporate Secretary and Director, Aura Balboa as proposed Chief Financial Officer, Wayne Cockburn as proposed President, Kim Wei as proposed Chief Commercialization Officer, Michael Steele as proposed Chairman and Director, Alison Wright and Kenneth Howling as proposed Directors, Renee John as proposed Vice President, Clinic Operations, and Pram Sandhu as proposed Vice President, Pharmacy Programs and Regulatory Affairs.

The transaction is subject to the parties successfully entering into a definitive agreement in respect of the transaction by January 15, 2021, or such other date as Colson and TCNC's parent holding corporation may mutually agree, completion by SpinCo of a concurrent financing of subscription receipts on a private placement basis at a price of CAD 0.50 per subscription receipt, to raise minimum aggregate gross proceeds of CAD 10 million, all of the conditions necessary to complete the concurrent financing shall have been satisfied, SpinCo owning or holding all intellectual property assets necessary for the operation of the business of TCNC as it is currently conducted and contemplated, customary due diligence, compliance with all applicable regulatory requirements and receipt of all necessary approvals of all regulatory bodies having jurisdiction in connection with the transaction, TSXV acceptance of the transaction as the transaction of Colson, corporate, third-party, and, if required by the TSXV policies, majority of the minority shareholder approval and closing conditions customary to transactions of the nature of the transaction. The approval of the shareholders of Colson in respect of the transaction will not be required. The completion of the transaction is also subject to Pathway and shareholders of Pathway shall have tendered all closing deliveries contemplated in the agreement, the shareholders of Pathway shall have approved the agreement, the Board of Directors of each of Colson and Pathway shall have approved the transaction, Pathway shall have obtained the consent of each of the holders of Subscription Receipts, if any, the Resulting Issuer Shares shall have been conditionally approved for listing on the Exchange, the existing directors and officers of Colson shall have resigned. As of March 16, 2021, Private Placement for aggregate gross proceeds of $13,800,000 was completed in connection with the transaction. The Colson shareholders meeting will take place on March 31, 2021 to approve the transaction among others. The transaction shall close no later than April 30, 2021.

Robb McNaughton of Borden Ladner Gervais LLP acted as the legal advisor to Colson Capital Corp. James O'Sullivan of Dentons Canada LLP acted as the legal advisor to Pathway. AST Trust Company (Canada) acted as the transfer agent to Colson Capital.

Pathway Health CORP. completed the acquisition of Colson Capital Corp. (TSXV:COLS.P) in a reverse merger transaction on May 31, 2021. Pathway Health Corp. commence trading on the TSXV under the symbol “PHC” on June 17, 2021.