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PesoRama Inc. Proxy Solicitation & Information Statement 2021

Apr 15, 2021

47537_rns_2021-04-14_f1d72fe6-2876-4519-a0a3-f7b7d2b988a4.pdf

Proxy Solicitation & Information Statement

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Skyscape Capital Inc. (the “Corporation”)

FORM OF PROXY (“PROXY”)

Annual General and Special Meeting May 5, 2021 at 11:00 a.m. (Toronto Time) 77 King Street West, TD North Tower, Suite 700, Toronto, Ontario, M5K 1G8 Teleconference Option North America Toll Free: 1-866-281-9204/International or Local: 416-913-1321 (Guest Access code: 6545409#) (the “Meeting”)

RECORD DATE: April 5, 2021 CONTROL NUMBER: SEQUENCE #: FILING DEADLINE FOR PROXY: May 3, 2021 at 5:00 p.m. (Toronto Time)

VOTING METHOD

INTERNET Go towww.voteproxyonline.comand enter the 12
digit control numberabove
FACSIMILE 416-595-9593
MAIL TSX Trust Company
301 - 100 Adelaide Street West
Toronto, Ontario,M5H 4H1

The undersigned hereby appoints Paul Pathak , whom failing Ryan Hunter (the “Management Nominees”), or instead of any of them, the following Appointee

Please print appointee name

as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the Meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and with the same power as if the undersigned were personally present at the said Meeting or such adjournment(s) or postponement(s) thereof in accordance with voting instructions, if any, provided below.

- SEE VOTING GUIDELINES ON REVERSE -

RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES

1. Election of Directors - Until the Change of Board
To elect the following directors of the Corporation to serve until
the Change of Board Time as further defined in the Information
Circular
1. Election of Directors - Until the Change of Board
To elect the following directors of the Corporation to serve until
the Change of Board Time as further defined in the Information
Circular
FOR WITHHOLD WITHHOLD WITHHOLD WITHHOLD WITHHOLD
a)
b)
Rogder Daher
James Walker
c) Paul Pathak
2. Election of Directors - From the Change of Board
Until the Next Annual Meeting
FOR WITHHOLD
To elect the following directors of the Corporation to serve from
the Change of Board Time until the close of the next annual
meeting
a) Rahim Bhaloo
b)
c)
d)
Edward Sivitilli
Antonio Heredia
Paul Pathak
e) Andrew Parks
3. Appointment of Auditor FOR WITHHOLD

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Appointment of MNP LLP, Chartered Accountants, Licensed Public Accountants as Auditor of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration.

4. Approval of Stock Option Plan FOR FOR AGAINST AGAINST AGAINST AGAINST
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. Approval of Certain Amendments to the CPC
Escrow Agreement
FOR AGAINST
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”).
6. Approval to Remove the Consequences
Associated With the Corporation Not Completing a
Qualifying Transaction Within 24 Months of Its
FOR AGAINST
Listing Date
To consider, and, if deemed advisable, to pass, with or without

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.

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This proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED

PLEASE PRINT NAME

Signature of registered owner(s) Date (MM/DD/YYYY)

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Proxy Voting – Guidelines and Conditions

  1. THIS PROXY IS SOLICITED BY MANAGEMENT OF THE CORPORATION.

  2. THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.

  3. If you appoint the Management Nominees to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management Voting Recommendations highlighted for each Resolution on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.

Request for Financial Statements

In accordance with securities regulations, security holders may elect to receive Annual Financial Statements, Interim Financial Statements and MD&As.

Instead of receiving the financial statements by mail, you may choose to view these documents on SEDAR at www.sedar.com.

I am currently a security holder of the Corporation and as such request the following:

[Annual Financial Statements with MD&A ]

  • [Interim Financial Statements with MD&A ]

If you are casting your vote online and wish to receive financial statements, please complete the online request for financial statements following your voting instructions.

If the cut-off time has passed, please fax this side to 416-595-9593

  1. This proxy confers discretionary authority on the person named to vote in his or her discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof.

  2. Each security holder has the right to appoint a person other than the Management Nominees specified herein to represent them at the Meeting or any adjournment or postponement thereof. Such right may be exercised by inserting in the space labeled “ Please print appointee name ”, the name of the person to be appointed, who need not be a security holder of the Corporation.

Skyscape Capital Inc. 2021

  1. To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the security holders of the Corporation.

  2. To be valid, this proxy must be filed using one of the Voting Methods and must be received by TSX Trust Company before the Filing Deadline for Proxies , noted on the reverse or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

  3. If the security holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the security holder may be required to provide documentation evidencing the signatory’s power to sign the proxy.

  4. Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.

Investor inSite

TSX Trust Company offers at no cost to security holders, the convenience of secure 24-hour access to all data relating to their account including summary of holdings, transaction history, and links to valuable security holder forms and Frequently Asked Questions.

To register, please visit www.tsxtrust.com/investorinsite

Click on, “ Register ” and complete the registration form. Call us toll free at 1-866-600-5869 with any questions.

www.tsxtrust.com VANCOUVER CALGARY TORONTO MONTRÉAL

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