PesoRama Inc. Has Succeeded Outside of Court and Warns Shareholders Against False Statements by Opportunistic Dissidents

• PesoRama has now succeeded outside of Court and shareholders are now aware of Mr. Bhaloo's dishonesty.
• Former terminated CEO distorts facts to obtain votes under false pretenses.
• Your vote is extremely important. Make an informed decision and vote using only Management's YELLOW Proxy by 1:00 p.m. (Calgary Time) on Monday, December 7, 2020.
• Questions or require voting assistance? Contact PesoRama's proxy solicitation agent, Laurel Hill Advisory Group at 1 (877) 452-7184 or by email at assistance@laurelhill.com. Visit www.pesorama.ca for more information.

Calgary, Alberta--(Newsfile Corp. - December 4, 2020) - PesoRama Inc. ("PesoRama" or the "Corporation") announces that late yesterday evening, December 3, 2020, the Court advised that it would hear the Corporation's application regarding the illegal proxy solicitation led by Mr. Rahim Bahloo, The Ocean View Trust, and 2110958 Alberta Ltd. on December 4, 2020 (the "Hearing"). However, Mr. Bhaloo continued to refuse to make himself available for cross-examination on his affidavit. Mr. Bhaloo does so despite already conceding in his press release issued December 1, 2020, the necessity to inform shareholders of his termination for cause as CEO of the Corporation, which was the substance of the Corporation's Court application.

The Corporation has succeeded outside of Court in having Mr. Bhaloo, a current director, comply with his fiduciary duty to ensure that shareholders have sufficient information to vote at the annual general and special meeting of shareholders. Mr. Bhaloo's concession, together with the information set out below, which would have formed part of the Corporation's cross-examination of Mr. Bhaloo, provides shareholders with the background of Mr. Bhaloo's dishonesty and informs them as to why the PesoRama team rejected him as their leader in any capacity. The Corporation is now in a position to withdraw its application and avoid the related expenses as this matter has been resolved in favour of PesoRama's shareholders.

Setting the Record Straight

PesoRama is setting the record straight relating to false statements made by the dissident shareholder, Rahim Bhaloo, former CEO of PesoRama, who was terminated with cause, and his family related entities (the "Dissidents"). Shareholders are encouraged to understand the complete set of facts in order to make an informed decision before casting their vote.

"Mr. Bhaloo has conceded that he was terminated for cause as CEO of PesoRama, and the Corporation has successfully presented shareholders with all the material information needed to make an informed decision at the Meeting. Mr. Bhaloo has consistently engaged in conduct that has, or will have, a material adverse effect on the Corporation. Now, this disgruntled former employee wants to take control of PesoRama with no regard for other shareholders, by launching a costly battle to advance his personal interests," explains Edward Sivitilli, President, CEO, and Director of PesoRama.

MR. BHALOO WAS TERMINATED FROM PESORAMA FOR JUST CAUSE AFTER FAILING A 360 DEGREE EVALUATION PROCESS

Mr. Bhaloo's misconduct during his tenure as CEO of PesoRama was egregious. Mr. Bhaloo underwent a 360 Degree Evaluation Process ("Evaluation Process"), which incorporated feedback from PesoRama employees and senior management, as part of an annual review process. The Board conducted 21 governance meetings, and the governance committee interviewed 11 members of management that took part in the Evaluation Process, which evaluated Mr. Bhaloo across a range of categories including:

Financial Leadership - Failed

Strategic Leadership - Failed

Governance Leadership - Failed

Business Acumen and Public Leadership - Failed

Results Focus - Failed

The results of Mr. Bhaloo's Evaluation Process were appalling. PesoRama employees and members of senior management overtly rejected Mr. Bhaloo's stewardship in each and every evaluation category.

DISSIDENTS' FALSE STATEMENTS AND DISHONEST OMISSIONS

Mr. Bhaloo continues to make false statements and omits key information during his correspondence with shareholders and the Courts, including but not limited to the following:

• Untruthfully stating that the Corporation was unwilling to pursue key financing opportunities and suggesting that key financings were cancelled. No financings have been cancelled. The Corporation has diligently pursued viable financing opportunities and is currently working with the same US investment bankers who moved firms; these investment banking contacts were introductions from PesoRama's current CFO, not Mr. Bhaloo.

• Providing false hope regarding a transaction with Fundamental and Skyscape Capital. The Board is absolutely committed to any and all financing and listing opportunities that successfully monetize PesoRama in a manner that protects and optimizes shareholder value. After a review of the Fundamental and Skyscape Capital opportunities, the Board determined this initiative is not real nor viable and is highly prejudicial to shareholder interests. The Skyscape deal, as proposed, fails to provide PesoRama with capital in a timely fashion and precludes the Corporation from taking advantage of other financing opportunities. The Board is prepared to pursue, and is currently reviewing, any and all financing opportunities that properly consider PesoRama's needs and contemplate the best interests of all PesoRama's shareholders.

• Mr. Bhaloo misstates his involvement in PesoRama's operations. Mr. Bhaloo had no meaningful involvement in opening PesoRama's distribution centre or PesoRama's stores and has no relevant experience in supply chain management and retail operations. Conversely, Mr. Sivitilli, President, CEO, and a Director, has hired a talented and experienced team that has opened 11 beautiful and well-managed stores in a challenging time and in a foreign country. PesoRama's employees have rejected Mr. Bhaloo and refuse to work for, or alongside, him in any capacity. PesoRama's operational stability and forward progress would be put in jeopardy if Mr. Bhaloo returned to the Corporation in any capacity.

• Mr. Bhaloo falsely claims the Corporation does not have the right senior management team in place. This is false given the current CEO and Chief Merchandising Officer have years of pertinent knowledge and extensive experience in the discount and fixed-price retail industry. The Corporation is already experiencing positive momentum without the involvement of Mr. Bhaloo.

• During his tenure, Mr. Bhaloo sought to be reimbursed for extraordinary 6 figure expense claims with no proper documentation. Prior to his termination for cause, Mr. Bhaloo requested reimbursement of a further CAD $300,000 in start-up costs with no backup support for this claim. These undocumented expenses prevented the Corporation's auditor from signing off on PesoRama's financial statements, which precluded the Corporation's ability to complete any financing. Rest assured that the current Board has never authorized or consented to reimbursing Mr. Bhaloo's undocumented, unproven, and inflated expenses.

• Unwarranted Disparagement. While Mr. Bhaloo continues to disparage his fellow board member Mr. McNaughton, Mr. Bhaloo fails to mention that Canaccord Genuity Corp., one of the Corporation's financial advisors and lead agent on previous financings, insisted that Mr. McNaughton be appointed to PesoRama's Board to provide oversight on Mr. Bhaloo and to counter-balance Mr. Bhaloo's lack of public company experience. Specifically, Canaccord insisted that Mr. McNaughton be appointed to the Board due to Canaccord's concerns regarding Mr. Bhaloo's history of failed business enterprises and prior bankruptcies. Mr. Bhaloo's aggression to Mr. McNaughton from the outset is based upon this mandated oversight of Mr. Bhaloo and his activities. The issues with Mr. Bhaloo further escalated when PesoRama's Governance Committee formally reprimanded Mr. Bhaloo on February 27, 2020, for hiring a CFO without informing the Board and contrary to PesoRama's authorization guidelines.

DISSIDENTS' HAND-PICKED BOARD SLATE: QUESTIONABLE RELEVANT EXPERIENCE AND ONLY ONE INDEPENDENT DIRECTOR

Mr. Bhaloo has put forward five individuals for nomination (the "Dissident Nominees"). The Dissident Nominees have Mr. Bhaloo's best interests in mind, not the interest of PesoRama's shareholders:

Rahim Bhaloo - Former disgruntled CEO who was terminated for cause in June 2020. He was also a director of 729285 Ontario Limited which had a receiver appointed to hold its assets in 2010.

Chris Irwin - A non-independent nominee who is Mr. Bhaloo's lawyer.

Eric Lowy - Another non-independent nominee who is Bhaloo's second lawyer from the same law firm as Mr. Irwin.

Stephen Rosenberg - Was responsible for PesoRama's financial controls and oversight of Mr. Bhaloo's expenses, both of which were mishandled and resulted in the Corporation's auditors refusing to sign-off on the Corporations financial statements for almost 21 months in the case of the year ended January 31, 2019 and almost 9 months in the case of the year ended January 31, 2020.

Josef Arfin - Health club owner in the Toronto area. No evidence of any public corporation experience, relevant operational experience, or experience in the areas in which the Corporation operates.

PESORAMA'S FUTURE IS BRIGHT. DO NOT LET THE DISSIDENTS DISRUPT THE POSITIVE MOMENTUM

PesoRama's future is bright with sound retail expansion strategies, restoration of pre-COVID projected levels and achieving sustainable growth. Recently, PesoRama celebrated the one-year anniversary since the opening of its first retail location in September 2019. While the COVID-19 pandemic affected a significant segment of the retail sector, PesoRama's JOI Stores were recognized as essential services and remained open. The hard work and perseverance by the JOI team during the summer months resulted in store sales returning to pre-COVID projected levels by early Fall 2020. With our health and safety policies in place, and our focus now positioned to the future, we are excited to reignite our retail expansion strategy. JOI's Town Center Nicolas Romero location, which opened on October 31, 2020, was the first new JOI store opening since the start of the COVID-19 pandemic. In November 2020 PesoRama furthered its expansion strategy and opened two new stores, just in time for the Christmas holiday shopping rush. PesoRama has grown its number of retail stores by more than 30% since terminating Mr. Bhaloo's employment with the Corporation. These growth levels confirm the capability of the management nominees to grow and scale the business; PesoRama operates more efficiently without the involvement of Mr. Bhaloo.

MANAGEMENT NOMINEES

The management nominees have demonstrated their capabilities, commitment and leadership to help PesoRama get through the pandemic, and to focus on the retail expansion strategy. Management nominees have knowledge and experience that is directly relevant to the business of operating discount stores in Mexico including:

• strong local connections;
• extensive industry experience; and
• public corporation expertise.

The management nominees represent a large ownership stake in PesoRama and have considerably more money invested in the Corporation than Mr. Bhaloo, who has only indirectly invested CAD $105,000. The management nominees have a far greater stake and interest in PesoRama's future and forward success than the Dissident Nominees.

VOTE TODAY TO PROTECT YOUR INVESTMENT IN PESORAMA

Time is of the essence and PesoRama Shareholders are urged to vote via the internet, by fax or by telephone as applicable, by following the instructions found on your YELLOW proxy or voting instruction form. To ensure votes are received in a timely manner, PesoRama's shareholders are encouraged to vote today.

The proxy voting deadline is 1:00 p.m. (Calgary time) on Monday, December 7, 2020.

The Board recommends that PesoRama Shareholders vote using only the YELLOW proxy or voting instruction form FOR management's nominees.

Shareholders who have previously voted using the Dissidents' proxy or voting instruction form, but now wish to support the Management nominees, have the right to change their vote by simply recasting their vote using the YELLOW proxy or voting instruction form.

For more information, PesoRama shareholders are encouraged to visit www.pesorama.ca.

Shareholder Questions or Assistance with Voting

Please contact the Corporation's proxy solicitation agent:

Laurel Hill Advisory GroupToll-Free in North America: 1-877-452-7184Outside North America: 1-416-304-0211Email: assistance@laurelhill.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/69554