PesoRama Inc. — AGM Information 2021

Apr 15, 2021

SKYSCAPE CAPITAL INC. 77 King Street West, TD North Tower, Suite 700 Toronto, Ontario M5K 1G8

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 5, 2021

NOTICE IS HEREBY GIVEN that an Annual General and Special Meeting (the “ Meeting ”) of the shareholders (the “ Shareholders ”) of Skyscape Capital Inc. (the “ Corporation ”) will be held on May 5, 2021 at 11:00 a.m. (Toronto time) at 77 King Street West, TD North Tower, Suite 700, Toronto, Ontario M5K 1G8. In light of the ongoing public health concern related to COVID-19 and in order to comply with measures imposed by the federal and provincial governments, the Corporation is encouraging Shareholders and others to not attend the Meeting in person. The Corporation is offering the Shareholders the option to listen and participate (but not vote) at the Meeting in real time by conference call at the following coordinates:

	Guest access code is: 6545409#		Dial by your locationNorth America Toll free: 1-866-281-9204International or Local: 416-913-1321

We reserve the right to take any additional precautionary measures we deem appropriate in relation to the Meeting in response to further developments in respect of the COVID-19 outbreak.

At the Meeting, the Shareholders will consider the following matters:

1. to receive the audited financial statements of the Corporation for the year ended December 31, 2019 and the auditor’s report thereon;

2. (A) to elect Roger Daher, James Walker and Paul Pathak (the “ Skyscape Proposed Directors ”) as directors of the Corporation to serve from the close of the Meeting until the earlier of (i) the close of the next annual meeting of shareholders of the Corporation, and (ii) a date determined by the Skyscape Proposed Directors, such date to be (x) no earlier than the time of completion of the qualifying transaction of the Corporation (the “ Qualifying Transaction ”) with PesoRama Inc. and (y) not later than one business day following the date of completion of the Qualifying Transaction (and if no such determination is made by the Skyscape Proposed Directors, such determination will be deemed to have been made by the Skyscape Proposed Directors and the date deemed to be determined by the Skyscape Proposed Directors shall be the date of completion of the Qualifying Transaction) (any such date determined, or deemed to be determined by the Skyscape Proposed Directors, the “ Change of Board Time ”), as more fully described in the management information circular dated April 8, 2021 (the “ Information Circular ”) accompanying this notice of Meeting; and (B) to elect Rahim Bhaloo, Edward Sivitilli, Antonio Heredia, Paul Pathak and Andrew Parks as directors of the Corporation to serve from the Change of Board Time until the close of the next annual meeting of shareholders of the Corporation or until their successors are elected or appointed;

3. to appoint MNP LLP, Chartered Accountants, Licensed Public Accountants, as the auditors of the Corporation for the ensuing year and to authorize the directors to fix their remuneration;

4. to consider and, if deemed advisable, adopt a resolution ratifying, confirming and approving the stock option plan of the Corporation, as further described in the Information Circular;

5. to consider, and, if deemed advisable, to pass, with or without variation, to pass an ordinary resolution of disinterested shareholders, the full text of which is set out in the Information Circular,

to approve certain amendments to the Corporation’s CPC escrow agreement in accordance with certain changes to TSX Venture Exchange Policy 2.4 – Capital Pool Companies (“ Policy 2.4 ”);

1. to consider, and, if deemed advisable, to pass, with or without variation, to pass an ordinary resolution of disinterested shareholders, the full text of which is set out in the Information Circular, to remove the consequences associated with the Corporation not completing a qualifying transaction within 24 months of its listing date in accordance with certain changes to Policy 2.4; and

2. to transact such further and other business as may properly be brought before the meeting or any adjournment thereof.

The board of directors of the Corporation has fixed April 5, 2021 as the record date for the determination of shareholders entitled to notice of, and to vote at, the Meeting and any adjournment thereof.

Accompanying this notice of Meeting are the following documents: a form of proxy, the Information Circular, the audited financial statements and management’s discussion and analysis for the year ended December 31, 2019, a return card and a return envelope.

A shareholder who is unable to attend the Meeting in person and who wishes to ensure that such shareholder’s shares will be voted at the Meeting is requested to complete, date and execute the enclosed form of proxy and deliver it by facsimile, by hand or by mail in accordance with the instructions set out in the form of proxy and in the Information Circular.

Dated at Toronto, Ontario this 8[th] day of April, 2021.

BY ORDER OF THE BOARD

“ Roger Daher ”

Roger Daher

Director, President, Chief Executive Officer, Chief Financial Officer and Corporate Secretary

NOTES:

1. Shareholders registered on the books of the Corporation at the close of business on April 5, 2021 are entitled to notice of the Meeting.

2. The directors have fixed the hour of 5:00 p.m. on May 3, 2021, being two business days before the Meeting, as the time before which the instrument of proxy to be used at the Meeting must be deposited with the Corporation’s transfer agent, TSX Trust Company, provided that a proxy may be delivered to the Chairman of the Meeting on the day of the Meeting or any adjournment thereof prior to the time for voting.

• 2 -