PesoRama Announces Upsizing of Offering to $6.8M

Rhea-AI Summary

PesoRama (OTC:PSSOF), a Canadian company operating dollar stores in Mexico under the JOI DOLLAR PLUS brand, has announced an increase in its equity offering from $5 million to $6.8 million due to strong investor demand.

The expanded offering consists of the original LIFE offering plus a concurrent non-brokered private placement of up to 12 million units at $0.15 per unit. Each unit includes one common share and one warrant exercisable at $0.30 per share for 24 months. The company plans to use the proceeds for store expansion and working capital.

The offerings are expected to close around July 9, 2025, subject to regulatory approvals including TSXV approval.

Positive

• Strong investor demand led to 36% increase in offering size from $5M to $6.8M
• Proceeds will support store expansion initiatives in Mexico
• Warrant exercise price of $0.30 represents 100% premium to unit price

Negative

• Significant dilution for existing shareholders at $0.15 per unit offering price
• Additional shares subject to 4-month hold period for Canadian investors
• Warrants could create further dilution if exercised

Toronto, Ontario--(Newsfile Corp. - July 7, 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 as a result of strong investor demand, the Company has increased the aggregate size of its previously announced $5 million equity offering to approximately $6.8 million.

The equity offering was first announced on June 10, 2025 as a LIFE offering of units of the Company (the "Units") to raise gross proceeds of $5 million (the "LIFE Offering"). Now, in addition to the LIFE Offering, the Company intends to concurrently complete a non-brokered private placement (the "Concurrent Placement", and together with the LIFE Offering, the "Offerings") of up to 12,000,000 Units of the Company for aggregate gross proceeds of approximately $1,800,000. All Units will be issued at a price of $0.15 per Unit (the "Offering Price"). The Units issued pursuant to the Concurrent 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 United States Securities Act of 1933, as amended (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 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.

Each Unit will be 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 $0.30 per Warrant Share for a period of 24 months from the date that is 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").

There is an amended and restated offering document related to the LIFE Offering (the "Offering Document") that can be accessed under the Company's profile on SEDAR+ at www.sedarplus.ca and on the Company's website at www.pesorama.ca. Prospective investors should read the Offering Document before making an investment decision.

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

The Offerings are expected to close on or about July 9, 2025, or such other date as the Company may determine (the "Closing Date"). Closing of the Offerings is subject to certain conditions including, but not limited to, receipt of all necessary approvals, including the 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 27 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 Offerings, statements respecting completion of the Offerings and anticipating timing for completion of the Offerings, the potential size of the Offerings, and receipt of all regulatory approvals in respect of the Offerings, 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/257900

FAQ

What is the new size of PesoRama's (PSSOF) equity offering in July 2025?

PesoRama has increased its equity offering from $5 million to $6.8 million, consisting of the original LIFE offering plus a concurrent private placement of up to 12 million units at $0.15 per unit.

How will PesoRama use the proceeds from its $6.8M offering?

PesoRama will use the net proceeds for store expansion of its JOI DOLLAR PLUS brand in Mexico and for working capital purposes.

What are the terms of PesoRama's warrant offering in July 2025?

Each warrant allows holders to purchase one common share at $0.30 per share for 24 months, with an acceleration clause if shares trade at $0.50 or higher for 10 consecutive trading days.

When is PesoRama's expanded offering expected to close?

The offering is expected to close on or about July 9, 2025, subject to regulatory approvals including TSXV approval.

What caused PesoRama to increase its offering size?

The offering size was increased due to strong investor demand, leading to a 36% expansion from the original $5 million to $6.8 million.