PesoRama Announces First Closing of Equity Financing

Rhea-AI Summary

PesoRama (OTC: PSSOF) announced a first closing of its previously announced equity offering, raising $3,500,000 by issuing 14,000,000 Units at $0.25 per Unit on November 21, 2025.

Each Unit includes one common share and one warrant exercisable at $0.40 for 18 months from January 20, 2026; warrants may be accelerated if the 10-day VWAP reaches $0.60. The company paid a $210,000 cash commission and issued 840,000 finder warrants exercisable into Units at $0.25 until May 21, 2027.

Proceeds are intended for store expansion and working capital, the financing is under the LIFE exemption, and the offering remains subject to final TSXV approval.

Positive

• $3.5M gross raised in first closing
• 14,000,000 Units issued at $0.25 per Unit
• Proceeds earmarked for store expansion and working capital
• 840,000 finder warrants granted to support placement

Negative

• Potential dilution from 14,000,000 Warrant Shares if all warrants exercised
• Additional dilution from 840,000 Units if finder warrants are exercised
• $210,000 cash commission paid to finders reduces net proceeds
• Offering remains subject to TSXV approval

Toronto, Ontario--(Newsfile Corp. - November 21, 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 first closing of the Company's equity offering, first announced on October 20, 2025 for gross proceeds of $3,500,000. Pursuant to the offering, the Company sold 14,000,000 units of the Company (each, a "Unit") at a price of $0.25 per Unit. The Company expects the second tranche of the total $5,000,000 equity financing to close next week.

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 20, 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.

All of the Units were issued pursuant to the listed issuer financing exemption (LIFE) under Part 5A of National Instrument 45-106.

In connection with the offering, the Company paid a cash commission of $210,000 and issued 840,000 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 21, 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.

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/275551

FAQ

How much did PesoRama (PSSOF) raise in the first closing of the equity financing on November 21, 2025?

PesoRama raised $3,500,000 by issuing 14,000,000 Units at $0.25 per Unit.

What does each Unit include in PesoRama's November 21, 2025 offering (PSSOF)?

Each Unit includes one common share and one warrant exercisable at $0.40 for 18 months from January 20, 2026.

How could the PesoRama (PSSOF) warrants be accelerated and when would they then expire?

If the 10-day VWAP reaches $0.60, the company may issue a notice to accelerate, making expiry 30 days after that notice.

What are the financial costs to PesoRama (PSSOF) related to the November 21, 2025 financing?

The company paid a $210,000 cash commission and issued 840,000 finder warrants to arm's-length finders.

How does PesoRama plan to use the net proceeds from the equity offering (PSSOF)?

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

Is PesoRama's November 21, 2025 financing final and fully closed (PSSOF)?

This was the first closing for $3.5M; a second tranche toward a $5.0M total is expected next week and the offering is subject to final TSXV approval.