Pesorama completes final closing of $5-million offering

Executive Summary

• Pesorama Inc. has completed the final closing of its equity offering, raising gross proceeds of $5 million.
• The company sold 20 million units at a price of 25 cents per unit, consisting of one common share and one common share purchase warrant per unit.
• The net proceeds will be used for store expansion and working capital, supporting the company's growth plans in Mexico City and beyond.

Key Details

• Total Gross Proceeds: $5,000,000.
• Units Sold: 20,000,000 units total.
• Price Per Unit: $0.25 CAD.
• Unit Composition: Each unit consists of one common share and one common share purchase warrant.
• Warrant Terms:
  • Each warrant entitles the holder to acquire one common share at an exercise price of $0.40 per share.
  • Warrants are exercisable for a period of 18 months from January 27, 2026 (60 days following the closing date).
  • Acceleration Clause: If the daily volume-weighted average trading price is equal to or greater than $0.60 for 10 consecutive trading days, the company may accelerate the warrant expiry date by issuing a press release, with the new expiry date being 30 days following the notice.
• Closing Breakdown:
  • First Closing (Announced Nov. 21, 2025): 14,000,000 units issued under the listed issuer financing exemption (NI 45-106).
  • Final Closing: 6,000,000 units issued via private placements to accredited investors in Canada and the US, generating $1,500,000 in gross proceeds.
• Finder’s Fees:
  • Cash commission of up to $105,000.
  • Up to 420,000 non-transferable finder warrants issued to arm's-length finders.
  • Finder Warrant Terms: Exercisable into one unit at $0.25 per unit, exercisable until May 29, 2027.
• Use of Proceeds: Store expansion and working capital.
• Regulatory Status: Subject to final approval of the TSX Venture Exchange (TSX-V).
• Related-Party Transactions: Insiders and related parties subscribed for 400,000 units. The company relied on exemptions from valuation and minority shareholder approval requirements under Multilateral Instrument 61-101 (MI 61-101) as the insider participation did not exceed 25% of market capitalization. No material change report was filed 21 days prior to closing to expedite the offering.

Notable Quotes

• "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, chief executive officer of Pesorama. "We thank our shareholders, new and existing, for their continued support and look forward to continue to update you as we roll out new store locations across Mexico City and beyond."