Pesorama arranges private placements

Mr. Rahim Bhaloo reports PESORAMA ANNOUNCES LIFE OFFERING AND CONCURRENT PRIVATE PLACEMENT OFFERING Pesorama Inc. intends to complete a non-brokered private placement offering pursuant to the listed issuer financing exemption (LIFE) under Part 5A of National Instrument 45-106, Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption, and a concurrent non-brokered private placement as further set out below. LIFE offering The company intends to complete the LIFE offering through the issuance of up to 14 million units of the company at a price of 25 cents per unit for gross proceeds of up to $3.5-million. Each unit will consist of: (i) one common share of the company; and (ii) one-half of one common share purchase warrant, with each warrant entitling the holder thereof to acquire one share at a price of 40 cents. Each warrant will be exercisable for a period of 18 months from 60 days following the closing 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, is equal to or greater than 60 cents over a 10-consecutive-trading-day period, the company may, at its option, within 10 business days following such 10-day period, accelerate the warrant expiry date by issuing a news release, and, in such case, the warrant expiry date shall be deemed to be the date that is 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 Quebec 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, and certain offshore jurisdictions pursuant to available prospectus or registration exemptions in accordance with applicable laws. Subject to the rules and policies of the TSX-V, 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 TSX-V. There is an offering document related to the LIFE offering that can be accessed under the company's profile on SEDAR+ and on the company's website. 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 six million units at the offering price for aggregate gross proceeds of up to $1.5-million. 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 that does not require the qualification of any of the company's securities or require the company to be subject to any continuing 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 Nov. 6, 2025, or such other date (or dates) as may be determined by the company. Closing of the offering is subject to certain conditions, including, but not limited to, receipt of all necessary approvals, including the approval of the TSX-V. As consideration for services provided by Canaccord Genuity Corp., the company may pay: (i) a cash fee equal to up to 6.0 per cent 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 equal to up to 7.0 per cent 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 25 cents 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 per cent and the finder's warrants shall be reduced to 3.0 per cent, and other finders may be paid: (i) a cash fee equal to up to 5.0 per cent of the gross proceeds of the offering from investors introduced to the company by those finders; and (ii) finders' warrants equal to up to 5.0 per cent 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 TSX-V. 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. 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 per cent of the company's market capitalization. Shares for debt and services Further to its news release of Aug. 22, 2025, the company has now completed the share-for-debt transaction announced in that news release and the debt of $131,250 payable to certain directors of the company has now been retired. In addition, the company has also entered into share-for-service 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 $2,000 (U.S.) and $5,312.50 in shares based on the closing price of the shares on the last trading day of the relevant month. The share-for-service 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 share-for-service 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 share-for-service 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 share-for-service settlements do not exceed 25 per cent 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. We seek Safe Harbor.