Concerned Shareholders of PesoRama Remind Shareholders to Vote the GREEN Proxy to Deliver Positive and Much Needed Change

• The deadline to submit your GREEN proxy is 5:00 p.m. (Mountain Time) on December 4, 2020 so that it may be deposited prior to the proxy cutoff of December 7, 2020
  
  
• Need help voting? Contact Gryphon Advisors for assistance at 1-833-261-9730 or by e-mail at [email protected]

TORONTO, Dec. 1, 2020 /CNW/ - Concerned shareholders (the "Concerned Shareholders") of PesoRama Inc. ("PesoRama") led by The Ocean View Trust, a family trust of Rahim Bhaloo, the founder, a director and the former Chief Executive Officer of PesoRama, together with 2110958 Alberta Ltd., a company controlled by Mr. Bhaloo, would like to thank shareholders for the overwhelming support they have received to date. For those shareholders who have yet to cast their vote and who support our efforts for positive change, the deadline to submit GREEN proxies for the election of directors and other matters to be placed before shareholders at PesoRama's annual general and special meeting of shareholders (the "Meeting") to be held on December 9, 2020 is December 4, 2020 at 5:00 p.m. (Mountain Time).

As is customary practice for contested shareholder meetings, the Concerned Shareholders have delivered a protocol to PesoRama with proposed procedures to ensure that the Meeting takes place in an orderly fashion and with integrity, and that PesoRama shareholders, including the Concerned Shareholders, are not inconvenienced or disenfranchised either before or at the Meeting.

Urgent Need for Change

The Concerned Shareholders believe that a lack of focus and experience and inadequate direction, oversight and leadership on the part of PesoRama's current board of directors and leadership have all contributed materially to the issues now facing PesoRama. We believe the shortcomings of the current board of directors and President and Chief Executive Officer are highlighted by the following:

• PesoRama is unwilling to pursue key financing and listing transaction opportunities, including a proposed transaction with Skyscape Capital Inc. ("Skyscape") and Fundamental Private Markets ("Fundamental") which contemplated that Fundamental and certain other investors would provide financing to Skyscape and to PesoRama in connection with a proposed business combination transaction between Skyscape and PesoRama, whereby the resulting entity would carry on PesoRama's business and obtain a listing of its shares on the TSX Venture Exchange;
  
  
• PesoRama is squandering its opportunity to rapidly expand its business in Mexico;
  
  
• PesoRama has been unwilling or unable to deliver on several important matters including raising additional capital, and obtaining a listing on a Canadian stock exchange; and
  
  
• PesoRama has failed to communicate effectively with its shareholders and maintain appropriate corporate governance practices.

The Concerned Shareholders believe that inadequate strategic direction and leadership from PesoRama's board of directors and leadership team places PesoRama at very serious risk of being unable to fund future operations, expansion and obtaining a listing of its shares on a Canadian stock exchange.

Disagreements between Mr. Rahim Bhaloo and other members of PesoRama's board of directors led to Mr. Bhaloo's departure as PesoRama's Chief Executive Officer in July 2020. As a result of the dispute, PesoRama and Mr. Bhaloo entered into a settlement agreement, which addressed all matters related to his departure as Chief Executive Officer. Since then, the current directors proposed by PesoRama to be re-elected at the Meeting (the "Incumbents") have had every opportunity to prove themselves as worthy stewards of shareholder resources and, at every turn, they have failed to deliver. Do not be fooled by the Incumbents' selective disclosure to purposely mislead shareholders. Let the facts speak for themselves. The Incumbents' track record of deal-making and corporate stewardship is fraught with failures.

The Concerned Shareholders stand by our strong belief that the Incumbents lack the execution ability and governance integrity needed to create shareholder value going forward. We urge all shareholders to read our information circular and go-forward strategy for PesoRama objectively and compare it against the Incumbents' lack of a plan and continued empty promises. We are eager and optimistic to revive PesoRama and deliver value to shareholders.

Entrenched Board Launches Costly Court Application Using PesoRama's funds to Disenfranchise Shareholders

In response to the Concerned Shareholders' circular, and solicitation of proxies to replace the Incumbents, PesoRama – at the behest of the Incumbents – has brought a costly court proceeding in Alberta using PesoRama's funds to try to challenge the Concerned Shareholders' actions and disenfranchise PesoRama shareholders.  In that litigation, the Incumbents have claimed that PesoRama's shareholders are somehow uninformed, or misinformed, about the Concerned Shareholders, their motivations and/or the Skyscape transaction.  As the Concerned Shareholders are only interested in having the support of fully informed shareholders, the Concerned Shareholders note the following specific points in response to allegations of PesoRama and the Incumbents:

• PesoRama complains that Mr. Bhaloo is said to be an "entrepreneur" and that he "departed" PesoRama. So that there is no confusion, in June 2020 after Mr. Bhaloo began raising concerns about the management and direction of PesoRama he was terminated by the company. PesoRama alleged it had cause, an allegation Mr. Bhaloo disputed. PesoRama did not pursue a finding of cause, but rather the parties settled the matter through a confidential settlement agreement, which PesoRama has now breached. Outside of PesoRama, Mr. Bhaloo was and remains an entrepreneur.
  
  
• PesoRama complains that the Concerned Shareholders are seeking to force a transaction with Skyscape on the company. However, as the Incumbents are well aware, any transaction with Skyscape that might be negotiated would be subject to shareholder approval. All the Concerned Shareholders want is to advance those discussions and have a transaction to put to the other shareholders so that they can make up their own minds about whether it is a good deal for PesoRama.
  
  
• PesoRama complains that the Concerned Shareholders are merely seeking to redress their personal grievances. That is untrue. The Concerned Shareholders are simply that: investors who have put significant financial resources into this company and who only want to see it prosper and to have some sort of liquidity so that they can earn a return on their investment. They believe the Incumbents are unwilling, or unable, to achieve that and believe that it is time for fresh direction on the PesoRama board.

PesoRama is at a Critical Juncture - Vote GREEN to Support Change

The resoundingly strong indications of support we have received from fellow shareholders reinforces our conviction that change is necessary and underscores the crucial need for all shareholders to take a stand now and vote.

Regardless of how many shares you own, ALL PesoRama shareholders are urged to read the information circular prepared by the Concerned Shareholders and to seize this opportunity  ̶  vote the GREEN proxy to ensure change for a better future.

Shareholders who have voted the management proxy and who wish to support the Concerned Shareholders have the right to change their vote by simply executing a GREEN proxy, as a later-dated GREEN proxy replaces a previously recorded vote.

TIME IS OF THE ESSENCE. GREEN PROXIES MUST BE RETURNED BY NO LATER THAN DECEMBER 4, 2020 AT 5:00 P.M. (MOUNTAIN TIME) SO THAT THEY MAY BE DELIVERED IN ADVANCE OF THE PROXY CUTOFF.

If you have any questions or need assistance voting, please contact the Concerned Shareholders' proxy solicitation agent: Gryphon Advisors Inc. toll free at 1-833-261-9730 or by email at [email protected].

The Concerned Shareholders have beneficial ownership or control over 5,275,000 Class A common shares of PesoRama representing more than 11.49% of the Class A common shares of PesoRama.

Forward Looking Statement

This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws, including, without limitation, the Concerned Shareholders' and PesoRama's respective priorities, plans and strategies. All statements and information, other than statements of historical fact, included herein are forward-looking statements, including, without limitation, statements regarding activities, events or developments that the Concerned Shareholders expect or anticipate may occur in the future. These forward-looking statements can be identified by the use of forward-looking words such as "may", "will", "expect", "intend", "plan", "estimate", "anticipate", "believe" or "continue" or similar words and expressions or the negative thereof. Such statements reflect the Concerned Shareholders' or the Concerned Shareholder nominees' current views and intentions with respect to future events and are subject to certain risks, uncertainties and assumptions. There can be no assurance that the plans, intentions or expectations upon which these forward-looking statements are based will occur or, even if they do occur, will result in the performance, events or results expected. We caution readers not to place undue reliance on forward-looking statements contained herein, which are not a guarantee of performance, events or results and are subject to a number of risks, uncertainties and other factors that could cause actual performance, events or results to differ materially from those expressed or implied by such forward-looking statements. These factors include: changes in PesoRama's and the Concerned Shareholders' strategies, plans or prospects; general economic, industry, business, regulatory and market conditions; actions of PesoRama and its competitors; risks relating to government regulation and changes thereto; and the state of the economy including general economic conditions globally and economic conditions in the jurisdiction in which PesoRama's operates. These factors should not be construed as exhaustive. Readers are cautioned that all forward-looking statements involve known and unknown risks and uncertainties. We urge you to carefully consider those risks and uncertainties. The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. Unless expressly stated otherwise, the forward-looking statements included herein are made as of the date of this news release and the Concerned Shareholders disclaim any obligation to publicly update such forward-looking statements, except as required by applicable law.

SOURCE Concerned Shareholders of PesoRama Inc.