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Ciscom dissidents have Already Secured Almost 40%From Shareholders Seeking Change


TORONTO, Feb 8, 2024 / –Hummingbird Capital Inc, reports Hummingbird Capital Inc., Chen Xi Liao and Andrew Darbyson have received proxies in support of their call for a reconstitution of the board of directors from more than 90 shareholders, representing almost 40 per cent of Ciscom's total issued and outstanding shares.

Notwithstanding this resounding vote of no confidence by the shareholders of Ciscom, the incumbent board has refused to spare a single minute to discuss with the concerned shareholders a mutually agreeable path forward for the issuer. The concerned shareholders have made numerous good faith attempts in the past three months to negotiate a settlement which places the shareholders first. For the incumbent board, however, shareholders representing almost half of the Ciscom shareholder base are nothing more than an afterthought. After all, they are no match for the approximately 47 per cent of Ciscom shares, which are beneficially owned by the incumbent board themselves.

Rarely have the Canadian capital markets seen a more brazen example of unadulterated arrogance and entrenchment than that which is on display by the incumbent board. As if to validate this entrenchment, just two days ago, the members of the incumbent board authorized (on the eve of a contested annual general meeting, in which almost half of the shareholder base has tendered proxies against them) a massive grant of options to themselves, taking great care to ensure that the exercise price of such options was at parity with the current record-low trading price of Ciscom's shares. In an interview posted publicly on Jan. 29, 2024, Michel Pepin, the current president and chief executive officer of Ciscom, stated that he believes the true value of Ciscom is significantly higher than its current value, which calls into question why the members of the incumbent board would grant to themselves hundreds of thousands of options at a market price which is, by their own admission, undervalued.

This absence of good judgment and basic critical thinking on the part of the incumbent board should be shocking to any capital market participant. The incumbent board is directly responsible for Ciscom's underperformance/value destruction, and its governance practices and disclosure record are troubling. Nearly half of Ciscom's shareholders believe that change is needed, and yet, for the incumbent board, it is business as usual with the entrenchment and enrichment.

This press release contains forward-looking statements. All statements contained in this filing that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words “anticipate,” “believe,” “expect,” “estimate,” “plan,” and similar expressions are generally intended to identify forward-looking statements. These statements are based on current expectations of the Concerned Shareholders and currently available information. They are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate. The Concerned Shareholders do not assume any obligation to update any forward-looking statements contained in this press release, except as required by applicable law.

Hummingbird Capital Inc.

For further information, please contact:

HummingBird Capital Inc.

Gilles Trahan

President & CEO

Phone: 416-247-2808

Chen Xi (Tony) Liao

Phone : 647-874-8088


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