Mr. Rahim Bhaloo reports

PESORAMA ANNOUNCES SENIOR UNSECURED CONVERTIBLE DEBENTURE OFFERING OF UP TO C$16M TO RETIRE SENIOR DEBT

Pesorama Inc. intends to complete a marketed public offering of up to 16,000 senior unsecured convertible debentures for gross proceeds to the company of $16.0-million. Canaccord Genuity Corp. is acting as lead agent and sole bookrunner for the company in connection with the offering.

The company has granted the agents an option, exercisable in whole or in part within 30 days of the closing date, to increase the size of the offering by up to 2,400 additional convertible debentures for up to $2.4-million additional aggregate principal amount of convertible debentures. If the overallotment option is exercised in full, the aggregate gross proceeds of the offering will be up to $18.4-million.

Each convertible debenture will be issued in the principal amount of $1,000 and will be unsecured. The principal amount of each convertible debenture will be convertible into common shares of the company, at the option of the holder at a conversion price of 91 cents, which represents a 30-per-cent premium to the volume-weighted average trading price of the common shares on the TSX Venture Exchange for the 10 consecutive trading days immediately preceding the date of the public announcement of the offering. The convertible debentures will mature on the date that is 36 months from the closing date. The principal amount outstanding under each convertible debenture will bear interest at a fixed rate of 9.0 per cent per annum, payable in cash, semi-annually in arrears on the last day of June and December in each year, commencing on Dec. 31, 2026. At any time after the sixth month following the closing date, if the volume-weighted average trading price of the common shares on the TSX-V for 10 consecutive trading days equals or exceeds 150 per cent of the conversion price then in effect, the company will have the right to require the holders of all outstanding convertible debentures to convert their convertible debentures into common shares at the conversion price then in effect. The company will also have a repayment right, exercisable after the first six months following the closing date, to repay the principal amount outstanding in cash at par plus a premium of 4 per cent (months seven to 12), par plus 2 per cent (months 13 to 24) or at par (months 25 to 36), upon not less than 30 calendar days of notice.

The net proceeds of the offering will be used to repay outstanding senior debt.

Upon closing, the company will pay the agents a cash commission equal to 5.0 per cent of the aggregate gross proceeds of the offering and will issue compensation warrants to the agents equal to 2.0 per cent of the aggregate number of common shares issuable upon conversion of the convertible debentures. Each compensation warrant will be exercisable for 24 months following the closing date to acquire one common share at an exercise price equal to 70 cents, being the last closing price of the common shares on the TSX-V immediately preceding the public announcement of the offering.

The offering is expected to close on or about June 1, 2026, or such other date as may be agreed to by the lead agent and the company.

Closing of the offering is subject to receipt of all necessary corporate and regulatory approvals, including the approval of TSX-V. The convertible debentures will be distributed (i) in Canada through the filing of a short form prospectus with the appropriate securities authorities in each of the provinces of Canada, except Quebec, and (ii) jurisdictions other than the Canadian jurisdictions where the convertible debentures may be lawfully sold on a basis exempt from the prospectus, registration and similar requirements of any such jurisdictions.

CP LLP is acting as counsel to the company with Dentons Canada LLP acting as counsel for the agents in connection with the offering.

April 23 press release clarification

Further to the company's press release dated April 23 regarding the close of its $10.04-million financing, and in addition to the cash finders' fees which were paid and listed in that press release, the company also paid a finder's fee of $17,500 to BMO Nesbitt Burns.

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 40 stores (including five stores opening in May and June) 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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