PesoRama Announces Final Closing of $5 Million Equity Financing

Rhea-AI Summary

PesoRama (OTC: PSSOF) announced the final closing of its equity offering for gross proceeds of $5,000,000 on November 28, 2025. The Company issued 20,000,000 Units at $0.25 per Unit; each Unit includes one common share and one warrant exercisable at $0.40 for 18 months from January 27, 2026. An aggregate of 6,000,000 Units were sold in this final closing to accredited investors for $1,500,000, following a first closing of 14,000,000 Units announced November 21, 2025.

The Company will pay up to $105,000 in cash commissions and issue up to 420,000 finder warrants. Net proceeds are intended for store expansion and working capital. The offering remains subject to final TSXV approval. The company disclosed that insiders subscribed for 400,000 Units and relied on MI 61-101 exemptions.

Positive

• Gross proceeds of $5,000,000
• 20,000,000 Units issued to fund expansion
• Proceeds earmarked for store expansion and working capital

Negative

• Potential dilution from 20,000,000 warrants exercisable at $0.40
• Additional dilution possible from up to 420,000 finder warrants exercisable into Units
• Offering subject to final TSXV approval and not yet completed

Toronto, Ontario--(Newsfile Corp. - November 28, 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 the final closing of the Company's equity offering, first announced on October 20, 2025, for gross proceeds of $5,000,000. Pursuant to the offering, the Company sold an aggregate of 20,000,000 units of the Company (each, a "Unit") at a price of $0.25 per Unit.

"We continue to gain momentum with our continually expanding offering of product and store openings and this financing will further fuel our expansion plans," said Rahim Bhaloo, CEO of PesoRama. "We thank our shareholders, new and existing, for their continued support and look forward to continue to update you as we rollout new store locations across Mexico City and beyond."

Each Unit is comprised of one common share of the Company (a "Common Share") and one Common Share purchase warrant of the Company (a "Warrant"). Each Warrant will entitle the holder thereof to acquire one Common Share (a "Warrant Share") at a price of $0.40 per Warrant Share for a period of 18 months from January 27, 2026, being the date that is 60 days following the closing date (such date of expiration, the "Warrant Expiry Date"). From today 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 $0.60 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 Notice.

In this final closing, an aggregate of 6,000,000 Units were issued pursuant to private placements to accredited investors in Canada and the U.S. for gross proceeds of $1,500,000. In the first closing, which occurred and was announced on November 21, 2025, an aggregate of 14,000,000 Units were issued pursuant to the listed issuer financing exemption (LIFE) under Part 5A of National Instrument 45-106.

In connection with this closing, the Company will pay a cash commission of up to $105,000 and will issue up to 420,000 non-transferable finder warrants (each, a "Finder Warrant") to arm's-length finders. Each Finder Warrant is exercisable into one Unit at a price of $0.25 at any time on or before May 29, 2027.

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

The offering remains subject to final approval of the TSXV.

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 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.

MI 61-101 Disclosure

The offering constituted a "related party transaction" as defined in Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"), as insiders of the Company and their related parties subscribed for a total of 400,000 Units. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the participation in the offering by the insiders does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the offering, which the Company deems reasonable in the circumstances so as to be able to avail itself of the proceeds of the offering in an expeditious manner.

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 29 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 intended use of proceeds of the offering and the final approval of the closing of the offering by 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/276288

FAQ

What did PesoRama (PSSOF) announce on November 28, 2025?

PesoRama closed an equity offering raising $5,000,000 by issuing 20,000,000 Units at $0.25 per Unit.

How do the PesoRama (PSSOF) warrants work and when do they expire?

Each Unit includes a warrant exercisable at $0.40 per share for 18 months from January 27, 2026; acceleration rules apply if VWAP conditions are met.

How will PesoRama (PSSOF) use the $5,000,000 raised?

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

How many Units did insiders subscribe for in the PesoRama (PSSOF) offering?

Insiders and related parties subscribed for a total of 400,000 Units.

What commissions and finder instruments were issued in the PesoRama (PSSOF) financing?

PesoRama will pay up to $105,000 in cash commissions and issue up to 420,000 finder warrants exercisable into Units until May 29, 2027.

Is the PesoRama (PSSOF) offering final and fully effective?

The offering closed but remains subject to final TSXV approval and includes related party participation under MI 61-101 exemptions.