PesoRama Announces LIFE Offering and Concurrent Private Placement Offering
Executive Summary
- PesoRama Inc. announces a non‑brokered private placement (“LIFE Offering”) of up to 14 M units at $0.25 per unit, targeting gross proceeds of up to $3.5 M.
- A concurrent private placement will issue up to 6 M units at the same price for an additional $1.5 M in gross proceeds.
- Net proceeds are earmarked for store expansion and working capital; the offering is expected to close around November 6, 2025 pending TSXV approval.
Key Details
- LIFE Offering Structure
- Up to 14,000,000 units at $0.25 per unit → $3,500,000 gross proceeds.
- Each unit = 1 common share + ½ warrant (full warrant gives right to purchase 1 share at $0.40).
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Warrants exercisable for 18 months after a 60‑day post‑closing hold; acceleration possible if TSXV price ≥ $0.60 for ten consecutive trading days.
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Concurrent Private Placement
- Up to 6,000,000 units at $0.25 per unit → $1,500,000 gross proceeds.
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Units subject to a four‑month plus one day hold period for Canadian investors.
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Use of Proceeds
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Funds will be used for store expansion and working capital requirements.
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Closing Timeline & Conditions
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Anticipated closing date: on or about November 6, 2025, subject to regulatory approvals (including TSXV).
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Finder / Advisory Fees
- Canaccord Genuity Corp.: cash fee up to 6% of gross proceeds from its introduced investors + $50,000 advisory fee; Finder’s Warrants up to 7% of units issued to those investors.
- For non‑Canaccord investors: cash fee up to 2%, Finder’s Warrants up to 3%.
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Other finders: cash fee up to 5%, Finder’s Warrants up to 5%.
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Insider Participation
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Insiders may participate; their units will be subject to a four‑month hold period and treated as related‑party transactions under MI 61‑101, relying on exemption thresholds (≤25% of market cap).
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Shares‑for‑Debt & Services Settlement
- Completed the previously announced shares‑for‑debt transaction: retired $131,250 debt owed to directors.
- Entered into Shares‑for‑Services agreements with directors: monthly settlements of US $2,000 and US $5,312.50 in shares based on month‑end closing price.
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These settlement shares are also subject to a four‑month plus one day hold period and qualify as related‑party transactions under MI 61‑101.
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Regulatory Exemptions
- Offering relies on the Listed Issuer Financing Exemption (NI 45‑106) in Canada, U.S. private placement exemptions under the 1933 Act, and applicable offshore exemptions.
- No hold period for Canadian resident subscribers (except insiders); U.S. investors receive securities on a private‑placement basis.
Notable Quotes
- “The net proceeds raised from the Offering will support our aggressive store expansion plan and provide essential working capital to fuel growth across Mexico.” – Rahim Bhaloo, Founder, CEO & Chairman
All non‑material boilerplate, forward‑looking disclaimer text, and “About the Company” sections have been omitted for clarity.