PesoRama Announces Warrant Extension

Rhea-AI Summary

PesoRama (TSXV: PESO) announced a proposed extension of the exercise period for 5,939,333 warrants exercisable at $0.30 per share, originally issued in a private placement that closed December 30, 2022 (with a second tranche on January 23, 2023).

The company proposes to extend the warrants' expiry to January 23, 2026 to match 11,820,931 warrants from the second tranche; all other warrant terms remain unchanged. The extension is subject to TSX Venture Exchange acceptance.

Approximately 10% of the warrants are held by related parties, and the company is relying on exemptions under MI 61-101 (sections 5.5(b) and 5.7(1)(a)) because the warrants' fair market value does not exceed 25% of market capitalization.

Positive

• Proposed expiry alignment to Jan 23, 2026 for warrant groups
• Clarifies terms: all other warrant terms unchanged

Negative

• Potential dilution from 5,939,333 warrants at $0.30
• 10% of warrants held by related parties triggers MI 61-101 review
• Extension subject to TSXV acceptance (approval risk)

Toronto, Ontario--(Newsfile Corp. - December 24, 2025) - PesoRama Inc. (TSXV: PESO) ("PesoRama" or the "Company"), a Canadian company operating dollar stores in Mexico under the JOi Dollar Plus brand, announces that the Company intends to extend the exercise period for 5,939,333 warrants exercisable at $0.30 per common share (the "Warrants"). The Warrants were issued pursuant to a private placement that closed on December 30, 2022. A second tranche of that private placement closed on January 23, 2023. The Company proposes to extend the expiry dates for the Warrants to January 23, 2026 to match the expiry date of 11,820,931 warrants which were issued pursuant to the second tranche of the private placement.

All other terms and conditions of the Warrants remain unchanged. The Warrant extension is subject to acceptance by the TSX Venture Exchange.

Approximately 10% of the Warrants are held by parties who are "related parties" of the Company. Therefore, the amendment of Warrants will constitute a "related party transaction" as defined in Multilateral Instrument 61- 101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"). 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 Warrants does 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 31 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 and 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 Company's planned expansion, new store openings and expected future developments and other factors that have been considered appropriate. 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/279057

FAQ

What warrants is PesoRama extending and what is the new expiry date?

PesoRama proposes to extend 5,939,333 warrants exercisable at $0.30 to an expiry of January 23, 2026.

How many warrants already have the January 23, 2026 expiry in PesoRama's second tranche?

The second tranche includes 11,820,931 warrants with expiry January 23, 2026.

Does the warrant extension change any other terms of the warrants for PESO?

No; the company says all other terms and conditions remain unchanged.

Is the PesoRama warrant amendment subject to regulatory or shareholder approval?

The extension is subject to TSX Venture Exchange acceptance, and the company is relying on MI 61-101 exemptions for related-party approval and valuation.

What related-party disclosure does PesoRama report about the warrants?

Approximately 10% of the warrants are held by related parties, making the amendment a related-party transaction under MI 61-101.