Mr. Rahim Bhaloo reports
PESORAMA ANNOUNCES FINAL CLOSING OF $5 MILLION EQUITY FINANCING
Pesorama Inc. has completed the final closing of the company's equity offering, first announced on Oct. 20, 2025, for gross proceeds of $5-million. Pursuant to the offering, the company sold an aggregate of 20 million units of the company at a price of 25 cents per unit.
"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."
Each unit is composed of one common share of the company and one common share purchase warrant of the company. Each warrant will entitle the holder thereof to acquire one common share at a price of 40 cents per warrant share for a period of 18 months from Jan. 27, 2026, being the date that is 60 days following the closing date. From today and until the warrant expiry date, in the event that the daily volume-weighted average trading price of the common 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 press 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.
In this final closing, an aggregate of six million units were issued pursuant to private placements to accredited investors in Canada and the United States for gross proceeds of $1.5-million. In the first closing, which occurred and was announced on Nov. 21, 2025, an aggregate of 14 million units were issued pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106.
In connection with this closing, the company will pay a cash commission of up to $105,000 and will issue up to 420,000 non-transferable finder warrants to arm's-length finders. Each finder warrant is exercisable into one unit at a price of 25 cents at any time on or before May 29, 2027.
The company intends to use the net proceeds raised from the offering for store expansion and working capital.
The offering remains subject to final approval of the TSX-V.
Multilateral Instrument 61-101 disclosure
The offering constituted a related-party transaction as defined in Multilateral Instrument 61-101 (Protection of Minority Securityholders in Special Transactions) as insiders of the company and their related parties subscribed for a total of 400,000 units. The company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 as the fair market value of the participation in the offering by the insiders does not exceed 25 per cent of the market capitalization of the company, as determined in accordance with MI 61-101. The company did not file a material change report in respect of the related-party transaction at least 21 days before the closing of the offering, which the company deems reasonable in the circumstances, so as to be able to avail itself of the proceeds of the offering in an expeditious manner.
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 29 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.
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