PesoRama Announces $5 Million LIFE Offering

Rhea-AI Summary

PesoRama Inc. (PSSOF), a Canadian company operating dollar stores in Mexico, has announced a non-brokered private placement offering to raise $5 million through the sale of 33,333,333 units at $0.15 per unit. Each unit consists of one common share and one warrant, exercisable for 24 months. The warrants include an acceleration clause if the stock trades above $0.50 for 10 consecutive days. The company plans to use the proceeds for store expansion and working capital. The offering is expected to close around June 26, 2025, subject to TSXV approval. Insiders may participate in the offering, and the company has partnered with Markette Ventures for digital distribution, paying a 1% fee. Additional finder's fees of up to 7% cash and 7% warrants may be paid to eligible finders.

Positive

• Proceeds will support store expansion and working capital needs
• No hold period for Canadian investors under Listed Issuer Financing Exemption
• Warrant acceleration clause provides potential upside if stock performs well

Negative

• Significant dilution for existing shareholders at $0.15 per unit
• Up to 8% in total fees between Markette and other finders
• Insider participation may raise concerns about related party transactions

Toronto, Ontario--(Newsfile Corp. - June 10, 2025) - PesoRama Inc. (TSXV: PESO) (OTC Pink: PSSOF) (FSE: ZE6) ("PesoRama" or the "Company"), a Canadian company operating dollar stores in Mexico under the JOi Dollar Plus brand, is pleased to announce a non-brokered private placement of 33,333,333 units of the Company (each, a "Unit") at a price of $0.15 per Unit (the "Offering Price") for gross proceeds of up to $5,000,000 (the "LIFE Offering") pursuant to the Listed Issuer Financing Exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106" and such exemption, the "Listed Issuer Financing Exemption"). Each Unit will consist of: (i) one common share of the Company (each, a "Share") and (ii) one common share purchase warrant (a "Warrant"). Each Warrant will be exercisable for a period of 24 months from 60 days following the Closing Date (as defined herein, and such date of expiration, the "Warrant Expiry Date").

From the Closing Date and until the Warrant Expiry Date, in the event that the daily volume-weighted average trading price of the Common Shares on a recognized Canadian stock exchange, which includes the TSX Venture Exchange ("TSXV"), is equal to or greater than $0.50 over a ten consecutive trading-day period, the Company may, at its option, within ten business days following such ten-day period, accelerate the Warrant Expiry Date by issuing a press release, (a "Warrant Acceleration Notice"), and, in such case, the Warrant Expiry Date shall be deemed to be the date that is thirty (30) days following the issuance of the Warrant Acceleration Press Release (the "Reduced Expiry Date").

The Company intends to use the net proceeds raised from the LIFE Offering for store expansion and working capital.

Subject to compliance with applicable regulatory requirements and in accordance with NI 45-106, the Units sold pursuant to the LIFE Offering will be offered in all Provinces of Canada except Québec pursuant to the Listed Issuer Financing Exemption. Subject to the rules and policies of the TSXV, the securities issuable from the sale of Units to Canadian resident subscribers will not be subject to a hold period under applicable Canadian securities laws. Insiders and certain consultants that participate in the LIFE Offering would be subject to a four-month hold period in respect of securities issued pursuant to applicable policies of the TSXV.

There is an offering document related to the LIFE Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at http://pesorama.ca. Prospective investors should read this offering document before making an investment decision.

It is expected that closing of the LIFE Offering will take place on or about June 26, 2025 or such other date(s) as may be determined the Company (the "Closing Date"). Closing of the LIFE Offering is subject to certain conditions including, but not limited to, receipt of all necessary approvals, including the approval of the TSXV.

It is anticipated that insiders of the Company may participate in the LIFE Offering, and such Units issued to insiders will be subject to a four month hold period pursuant to applicable policies of the TSXV. The issuance of Units to any insiders will be considered a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). In respect of any such insider participation, the Company expects to rely on exemptions from the formal valuation requirements of MI 61-101 pursuant to section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to section 5.7(1)(a), as the fair market value of the transaction, insofar as it involves interested parties, does not exceed 25% of the Company's market capitalization.

The Company has entered into an agreement with Markette Ventures Inc. ("Markette"), the operator of a digital technology platform (the "Platform") that facilitates the distribution of securities on a prospectus-exempt basis. The Platform enables prospective investors to select a registered investment dealer to act on their behalf in connection with the purchase of Units offered by the Company under the LIFE Offering. In connection with the use of the Platform, the Company will pay Markette a fee equal to 1% of the gross proceeds raised through the Platform.

In addition, as consideration for services provided by certain eligible finders (other than Markette), the Company may pay: (i) a cash fee equal to up to 7.0% of the gross proceeds of the LIFE Offering from investors introduced to the Company by such finders; and (ii) non-transferable common share purchase warrants ("Finder's Warrants") equal to up to 7.0% of the aggregate number of Units issued to those investors. Each Finder's Warrant will entitle the holder to purchase one Share at a price of $0.15 per Share for a twenty-four-month period. Other than the exercise price and exercise period, the Finder's Warrants shall be subject to the same terms and conditions as the Warrants.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

About PesoRama Inc.

PesoRama, operating under the JOi Dollar Plus brand, is a Mexican value dollar store retailer. PesoRama launched operations in 2019 in Mexico City and the surrounding areas targeting high density, high traffic locations. PesoRama's 25 stores offer consistent merchandise offerings which include items in the following categories: household goods, pet supplies, seasonal products, party supplies, health and beauty, snack food items, confectionery and more. For more information visit: http://pesorama.ca.

For further information please contact:

Rahim Bhaloo
Founder, CEO & Chairman
rahim@rahimbhaloo.com
416-816-3291

Cautionary Note

This press release contains "forward-looking information" within the meaning of applicable securities laws, including, among other things, statements regarding the use of proceeds and the use of available funds following completion of the LIFE Offering and statements respecting completion of the LIFE Offering and receipt of all regulatory approvals in respect of the LIFE Offering, including approval of the TSXV. While the Company believes that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements, including due to changes in consumer behaviour, general economic factors, the ability of the Company to execute its strategies, the availability of capital and the risk factors which are discussed in greater detail in the "Risk Factors" section of the Company's prospectus dated January 31, 2022 and filed under the Company's profile on www.sedarplus.ca. The statements in this press release are made as of the date of this release. PesoRama undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of PesoRama, its securities, or its financial or operating results (as applicable).

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/255033

FAQ

What is the size and price of PesoRama's LIFE offering?

PesoRama is offering 33,333,333 units at $0.15 per unit to raise $5 million in total proceeds.

How will PesoRama (PSSOF) use the proceeds from the offering?

The company intends to use the net proceeds for store expansion and working capital purposes.

What are the terms of the warrants in PesoRama's offering?

Each warrant is exercisable for 24 months and includes an acceleration clause if the stock trades above $0.50 for 10 consecutive days.

When is the expected closing date for PesoRama's LIFE offering?

The offering is expected to close on or about June 26, 2025, subject to TSXV approval.

What fees is PesoRama paying for the offering?

PesoRama will pay Markette a 1% fee and may pay eligible finders up to 7% cash and 7% warrants.