PesoRama Announces LIFE Offering and Concurrent Private Placement Offering

Rhea-AI Summary

PesoRama (OTC: PSSOF, TSXV: PESO) announced a non-brokered LIFE Offering of up to 14,000,000 Units at $0.25 per Unit and a concurrent private placement of up to 6,000,000 Units at $0.25, for combined gross proceeds up to $5,000,000. Each Unit includes one common share and one-half warrant exercisable at $0.40 with an 18‑month term and potential acceleration on a sustained $0.60 VWAP. Closings are expected on or about November 6, 2025, subject to TSXV and other approvals. The company plans to use net proceeds for store expansion and working capital. It also completed a $131,250 shares-for-debt retirement and announced ongoing shares-for-services settlements to insiders.

Positive

• Gross proceeds up to $5,000,000
• Use of proceeds targeted to store expansion and working capital
• Warrants exercisable at $0.40 with 18‑month term

Negative

• Potential dilution from up to 20,000,000 Units
• Insider participation creates related‑party transactions
• Finder fees up to 6% cash plus $50,000 and warrants

Toronto, Ontario--(Newsfile Corp. - October 20, 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 that it intends to complete a non-brokered private placement offering pursuant to the "listed issuer financing exemption" (the "LIFE Offering") under Part 5A of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), as amended by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (such exemption, the "Listed Issuer Financing Exemption"), and a concurrent non-brokered private placement as further set out below (the "Concurrent Private Placement", and together with the LIFE Offering, the "Offering").

LIFE Offering

The Company intends to complete the LIFE Offering through the issuance of up to 14,000,000 units of the Company (each, a "Unit") at a price of $0.25 per Unit (the "Offering Price") for gross proceeds of up to $3,500,000. Each Unit will consist of: (i) one common share of the Company (each, a "Share") and (ii) one half of one common share purchase warrant (each whole warrant, a "Warrant"), with each Warrant entitling the holder thereof to acquire one Share at a price of $0.40. Each Warrant will be exercisable for a period of 18 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 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.

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, in the United States on a private placement basis pursuant to available exemptions from the registration requirements under the United States Securities Act of 1933, as amended (the "1933 Act") and certain offshore jurisdictions pursuant to available prospectus or registration exemptions in accordance with applicable laws. 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.

Concurrent Non-Brokered Private Placement

In addition to the LIFE Offering, the Company intends to complete the Concurrent Private Placement consisting of the issuance of up to 6,000,000 Units at the Offering Price for aggregate gross proceeds of up to $1,500,000. The Units issued pursuant to the Concurrent Private Placement may be offered to purchasers resident in Canada pursuant to applicable prospectus exemptions and may also be offered in the United States pursuant to exemptions from the registration requirements under the 1933 Act and all applicable U.S. state securities laws, as well as outside Canada and the United States on a basis which does not require the qualification of any of the Company's securities or require the Company to be subject to any ongoing disclosure requirements under any domestic securities laws.

Any securities issued under the Concurrent Private Placement to purchasers resident in Canada will be subject to a hold period in accordance with applicable Canadian securities laws, expiring four months and one day following their date of issuance.

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

It is expected that closing of the Offering will take place on or about November 6, 2025 or such other date(s) as may be determined by the Company (the "Closing Date"). Closing of the Offering is subject to certain conditions including, but not limited to, receipt of all necessary approvals, including the approval of the TSXV.

As consideration for services provided by Canaccord Genuity Corp. ("Canaccord"), the Company may pay: (i) a cash fee equal to up to 6.0% of the gross proceeds of the Offering from investors introduced to the Company by Canaccord; (ii) an additional cash advisory fee of $50,000; and (iii) non-transferable Unit 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 Unit at a price of $0.25 per Unit for an 18 month period from their date of issuance. For those investors that are not introduced by Canaccord, the cash fee payable to Canaccord shall be reduced to 2.0% and the Finder's Warrants shall be reduced to 3.0% and other finders may be paid: (i) a cash fee equal to up to 5.0% of the gross proceeds of the Offering from investors introduced to the Company by those finders; and (ii) Finder's Warrants equal to up to 5.0% of the aggregate number of Units issued to those investors.

It is anticipated that insiders of the Company may participate in the 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.

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.

Shares for Debt and Services

Further to its news release of August 22, 2025, the Company announces that it has now completed the shares for debt transaction announced in that press release and the debt of $131,250.00 payable to certain directors of the Company has now been retired. In addition, the Company has also entered into Shares-for-Services agreements with certain directors whereby the Company will settle services provided by certain directors to the Company at the end of each month for a total of US $2,000 and $5,312.50 in Shares based on the closing price of the Shares on the last trading day of the relevant month (the "Shares-for-Services Settlements"). The Shares-for-Services Settlements remain subject to receipt of all necessary corporate and regulatory approvals, including the approval of the TSX Venture Exchange. All securities issued in connection with the Shares-for-Services Settlements will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation. The Shares-for-Services Settlements will constitute a "related party transaction" as defined in MI 61-101, as insiders of the Company will be issued various numbers of Shares, depending on the closing trading price at the end of each month. The Company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is not listed on a specified market and the fair market value of the Shares being issued to insiders in connection with the Shares-for-Services Settlements do not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.

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 28 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 Offering and statements respecting completion of the Offering and Shares-for-Services Settlements and receipt of all regulatory approvals in respect of the Offering and the Shares-for-Services Settlements, 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/271057

FAQ

What is the total size of PesoRama's LIFE Offering and concurrent placement (PSSOF)?

Combined up to 20,000,000 Units at $0.25 per Unit for gross proceeds up to $5,000,000.

When is the expected closing date for the PSSOF offering?

The Offering is expected to close on or about November 6, 2025, subject to approvals.

What does each Unit include in the PesoRama (PSSOF) offering?

Each Unit includes one common share and one‑half of a warrant; each whole warrant exercises at $0.40 for 18 months.

How will PesoRama (PSSOF) use the net proceeds from the Offering?

Net proceeds are intended for store expansion and working capital.

Are insiders participating in the PesoRama (PSSOF) Offering and are there hold periods?

Insiders may participate; securities issued to insiders will be subject to a four‑month hold period.

What fees will PesoRama pay to Canaccord for the PSSOF Offering?

Fees may include up to 6% cash of proceeds from introduced investors, a $50,000 advisory fee, and finder’s warrants up to 7%.

What recent related-party settlement did PesoRama (PSSOF) complete?

The company retired $131,250 of debt owed to certain directors via a shares‑for‑debt transaction.