Mr. Rahim Bhaloo reports

PESORAMA ANNOUNCES CLOSING OF ITS UPSIZED C$21M SENIOR UNSECURED CONVERTIBLE DEBENTURES TO RETIRE SENIOR DEBT

Pesorama Inc. has closed its previously announced marketed public offering of 21,000 senior unsecured convertible debentures of the company for aggregate gross proceeds of $21-million. Canaccord Genuity Corp. acted as lead agent and sole bookrunner for the company in connection with the offering.

The convertible debentures are senior unsecured obligations of the company that mature June 18, 2029. Each convertible debenture has a principal value of $1,000 that is convertible into common shares of the company, at the option of the holder, at a conversion price of 91 cents per common share. Interest shall accrue on the convertible debentures 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 Dec. 18, 2026, if the volume-weighted average trading price of the common shares on the TSX Venture Exchange 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 Dec. 18, 2026, to repay the principal amount outstanding in cash at par plus a premium of 4 per cent (months seven to 12 after closing date), par plus 2 per cent (months 13 to 24 after closing date) or at par (months 25 to 36 after closing date), upon not less than 30 calendar days of notice.

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

The offering was completed by way of a best efforts marketed public offering in each of the provinces of Canada, excluding Quebec. The convertible debentures issued under the offering and the common shares issuable upon conversion of the convertible debentures are not subject to any statutory hold period under applicable canadian securities laws, as the offering was qualified for distribution by way of a prospectus.

In connection with the offering, the company paid to the lead agent a cash commission of $1.05-million and issued to the lead agent 461,538 compensation warrants. Each compensation warrant entitles the holder thereof to acquire one common share at a price of 70 cents per common share until June 18, 2028.

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

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 37 stores, with anticipated store openings by the end of June expected to bring the total to 40, 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.