PesoRama Board Losing Proxy Fight as it Tries to Postpone Shareholder Meeting

• 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. 3, 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, announce that they continue to resist PesoRama's attempts to disenfranchise its shareholders.

The Concerned Shareholders continue to fight for their right of shareholders to elect a slate of directors to replace the current directors (the "Incumbents") who PesoRama proposes be reelected at PesoRama's annual general and special meeting of shareholders (the "Meeting") to be held on December 9, 2020. 

Costly Application by Entrenched Board to Deny Shareholder Choice

The Incumbents, using a recently-adopted advance notice by-law, and other technical objections, are seeking to deny shareholders the right to elect directors of their choosing.  PesoRama – at the behest of the Incumbents – has brought a costly court application in Alberta, using PesoRama's funds, to deny shareholders the right to elect a board of their choosing. 

PesoRama asked the court, at a hearing to be held on December 4, 2020 (the "Hearing"), to invalidate the dissident proxy circular (the "Dissident Circular") filed by the Concerned Shareholders and to invalidate proxies solicited by the Concerned Shareholders. 

The Entrenched Board Now Seeks to Delay the Meeting

The Concerned Shareholders have responded in detail to the court documents filed by PesoRama in connection with the Hearing.  Upon receiving the Concerned Shareholders' court documents, which represent a complete answer to the allegations made by the Incumbents, PesoRama has said that it will seek to delay the Hearing and the Meeting, in a further attempt to delay and avoid shareholder choice. 

Both before and after the issuance of the Dissident Circular, PesoRama has engaged in a widespread campaign to resist challenges to the Incumbents, including by raising technical objections to the documents issued by the Concerned Shareholders, by commencing costly litigation, by attempting to threaten and discredit Mr. Bhaloo and those associated with him, and now by seeking to delay both the Hearing and the Meeting.

Meeting Protocol Rejected

In addition, PesoRama has refused to cooperate with the Concerned Shareholders with regard to a protocol to ensure a fair and orderly meeting, including by rejecting the Concerned Shareholders' request for the appointment of an independent Chair of the Meeting.  The Concerned Shareholders believe that these actions are contrary to principles of shareholder democracy and are a further attempt to prevail notwithstanding the wishes of shareholders.

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

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 the Meeting is December 4, 2020 at 5:00 p.m. (Mountain Time).

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.