Petroteq Announces Filing and Mailing of Directors' Circular in Response to the Unsolicited Takeover Bid by Viston United Swiss AG - Seite 2

Reasons for the Board Not Making a Recommendation at this Time

The reasons why the Board is not making a recommendation to Petroteq Shareholders to accept or reject the Viston Offer at this time are as follows:

• The Board has engaged Haywood to conduct a review of the value of the Company and any potential ‎strategic partners or other strategic transactions available to the Company, which will assist the Board ‎in advising Petroteq Shareholders whether or not to reject or accept the Viston Offer.
• The Board is currently undertaking a strategic review process of alternatives available ‎to the Company, ‎including value-maximizing alternatives, equity or debt financings, core and non-core asset sales, strategic ‎investments, joint ventures and mergers (the "Strategic Review"). The Board considers that ‎undergoing a Strategic Review process and, in ‎particular, providing sufficient time to consider and evaluate ‎alternatives, and, if applicable, evaluate interested parties, if any, to complete due diligence activities, is ‎vital to identifying the ‎transaction that is in the Company's best interests and the best interests of the Petroteq ‎Shareholders.‎ ‎
• The Viston Offer was unsolicited and potentially very opportunistic and it was made by Viston without the ‎benefit of due diligence or any negotiations with the Company. The Board requires more time to ‎appropriately assess the adequacy of the Viston Offer and to consider strategic alternatives to maximize value for Petroteq ‎Shareholders. ‎
• The timing of the Viston Offer is intended to force Petroteq Shareholders to make determination on ‎the Viston Offer at ‎this time in the Company's development without the Company having had the opportunity to fully canvas the ‎‎market and other available opportunities or to complete its Strategic Review.‎
• The Company attempted to engage with Viston in order to explore whether a friendly transaction with Viston was ‎feasible to benefit all stakeholders; however, Viston elected not to engage with the Board ‎following the Company's initial request for information about Viston and Viston then launched the Viston ‎Offer.
• The Board can only fully assess the adequacy of the Viston Offer with ‎the benefit of the results of the ‎Strategic Review and input from its legal and financial advisors.‎

The Company also announces the appointment of Mr. Ron Cook as the new ‎Chief Financial Officer of the Company.‎ The Company thanks Mark Korb, the former Chief Financial Officer of the Company, for all of his efforts and ‎commitment to the Company and wishes him well in his future endeavors.‎