Pesorama arranges private placements

Executive Summary

• Pesorama Inc. announced a capital raising initiative comprising a Listed Issuer Financing Exemption (LIFE) offering and a concurrent private placement, targeting total gross proceeds of up to $5.0 million.
• The LIFE offering involves issuing up to 14 million units at $0.25 per unit, while the concurrent private placement targets up to 6 million units at the same price.
• Net proceeds are designated for store expansion and working capital, with closing expected on or around November 6, 2025, subject to TSX-V approval.

Key Details

• LIFE Offering Structure:
  • Issuance of up to 14 million units.
  • Price: $0.25 per unit.
  • Gross Proceeds: Up to $3.5 million.
  • Unit Composition: One common share and one-half of one common share purchase warrant per unit.
  • Warrant Terms: Each warrant allows acquisition of one share at $0.40.
  • Warrant Expiry: 18 months from 60 days following closing.
  • Acceleration Clause: If the daily volume-weighted average trading price is $\ge$ $0.60 for 10 consecutive trading days, the company may accelerate the warrant expiry date by 30 days via news release.
  • Hold Period: No hold period for Canadian residents (subject to TSX-V rules); 4-month hold period for insiders and consultants.
• Concurrent Private Placement:
  • Issuance of up to 6 million units.
  • Price: $0.25 per unit.
  • Gross Proceeds: Up to $1.5 million.
  • Hold Period: 4 months and 1 day for Canadian residents.
• Use of Proceeds: Store expansion and working capital.
• Closing Date: Expected on or about November 6, 2025, subject to regulatory approvals (including TSX-V).
• Finder’s Fees (Canaccord Genuity Corp.):
  • Investors introduced by Canaccord: Up to 6.0% cash fee, $50,000 advisory fee, and up to 7.0% in non-transferable unit purchase warrants (exercise price $0.25/unit, 18-month term).
  • Other investors: 2.0% cash fee and 3.0% in finder's warrants.
  • Other finders: Up to 5.0% cash fee and 5.0% in finder's warrants.
• Related Party Transactions / Share-for-Debt & Services:
  • Completed retirement of $131,250 debt payable to certain directors via shares (referencing Aug 22, 2025 release).
  • New share-for-service agreements with directors: Settlement of $2,000 (U.S.) and 5,312.50 shares monthly based on closing price.
  • These settlements are subject to TSX-V approval and constitute related party transactions under MI 61-101.
  • Exemptions relied upon: MI 61-101 sections 5.5(b) and 5.7(1)(a) as fair market value does not exceed 25% of market capitalization.
  • Hold Period for these shares: 4 months plus 1 day.

Notable Quotes

• None provided in the text.