THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT AUTHORIZED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
TORONTO, ON – October 7, 2022 – PesoRama Inc. (TSXV: PESO) (“PesoRama” or the “Company“), a Canadian company operating dollar stores in Mexico under the JOi Canadian Stores brand, announces it has filed a preliminary short form prospectus in connection with a marketed public offering (the “Offering“) of units (the “Units“) to be led by Canaccord Genuity Corp. (“Canaccord“) as sole bookrunner and together with Richardson Wealth Limited (“Richardson“) and Cormark Securities Ltd. (“Cormark” and together with Canaccord and Richardson, the “Agents” and, individually, an “Agent“). The Offering will be priced in the context of the market with the price and other final terms to be determined at the time of entering into the Agency Agreement (as defined below). It is expected that the Agents will enter into a definitive agency agreement (the “Agency Agreement“) with the Company upon completion of marketing of the Offering. Each Unit will be comprised of one common share (a “Common Share“) and one common share purchase warrant of the Company (each, a “Warrant“). Each Warrant will have an exercise price to be determined in the context of the market and shall be exercisable for a period to be determined in the context of the market.
In connection with the Offering, the Company will grant the Agents an option, exercisable for a period of 30 days from the date of the closing of the Offering, to purchase up to an additional number of Units equal to 15% of the number Units to be sold pursuant to the Offering at the offering price to cover over-allotments, if any, and for market stabilization purposes (the “Over-Allotment Option“). The Agents can elect to exercise the Over-Allotment Option for Units, Common Shares, Warrants or any combination thereof.
In consideration for their services, the Agents will receive: (i) a cash fee (the “Agents’ Fee“) equal to 7% of the gross proceeds of the Offering (including pursuant to any exercise of the Over-Allotment Option); (ii) options (“Agent Options“) entitling the Agents to purchase that number of Units (the “Agents’ Units“) equal to 7% of the number of Units sold pursuant to the Offering (including pursuant to any exercise of the Over-Allotment Option); (iii) and a corporate finance fee of $50,000 to Canaccord (the “Corporate Finance Fee“). Each Agent Option entitles the holder to purchase one Agents’ Unit upon the same terms as the Offering.
The Company has applied to list the Common Shares and Warrants issuable pursuant to the Offering on the TSX Venture Exchange (“TSXV“). There can be no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of the Offering. Closing of the Offering is subject to customary closing conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSXV and the issuance of a receipt for the Company’s final prospectus by each of the securities commissions of the offering jurisdictions. The Company anticipates listing the Warrants on the TSXV shortly after closing of the Offering, subject to the Company meeting the listing requirements of the TSXV.
The proceeds from the Offering less the Agents Fee payable on the closing date of the Offering will be used for inventory and general working capital purposes.
About PesoRama Inc.
PesoRama, operating under the JOi Canadian Stores 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 20 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.
For further information please contact:
Founder & Executive Chairman
President & Chief Executive Officer
This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) within the meaning of applicable securities laws. Forward-looking information may relate to our future financial outlook and anticipated events or results and may include information regarding our financial position, business strategy, growth strategies, budgets, operations, financial results, taxes, dividend policy, capital structure, plans and objectives. Particularly, information regarding our expectations of future results, performance, achievements, prospects or opportunities or the markets in which we operate is forward-looking information. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “budget”, “scheduled”, “estimates”, “outlook”, “forecasts”, “projection”, “prospects”, “strategy”, “intends”, “anticipates”, “does not anticipate”, “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might”, “will”, “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events or circumstances.
This forward-looking information in this news release includes, among other things, statements relating to: expectations regarding the completion of the Offering, prospects, opportunities, financial condition, cash flow and overall strategy; successful marketing of the Offering; the entering into of the Agency Agreement and timing thereof; the closing and terms of the Offering, the listing of the Common Shares and Warrants; regulatory approval of the Offering; the expectations regarding industry trends, overall market growth rates and our growth rates and growth strategies; projected milestones and timelines, including the expected closing dates for the Offering.
This forward-looking information and other forward-looking information are based on management’s opinions, estimates and assumptions in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we currently believe are appropriate and reasonable in the circumstances. Despite a careful process to prepare and review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Certain assumptions in respect of our ability to expand the Company’s network of partnerships in existing and new geographies and verticals and our ability to expand our customer base domestically and internationally; the viability and continuity of our existing commercial partnerships; our ability to build market share; our ability to develop and market additional products and to increase sales from our existing customers through sales of our more premium products; our ability to attract and retain key management and personnel; our anticipated growth prospects; the state of the agricultural industry and global economy; the expected impact and adoption of digital tools by farmers; the impact of COVID-19 (including any new strains and variants of concern); the continued confidence in our products and services; future foreign exchange and interest rates; the impact of competition; and changes to laws, rules, regulations and global standards.
Forward-looking information is subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the risk factors discussed or referred to in the Company’s Management’s Discussion and Analysis dated September 29, 2022 for the interim period ended July 31, 2022 and under the heading “Risk Factors” in the Annual Information Form, the Preliminary Prospectus (including in the documents incorporated by reference therein): completion and use of net proceeds of the Offering; failure to list Common Shares and Warrants.
Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, prospective investors should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this news release represents our expectations as of the date of this news release and are subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws in Canada.
This forward-looking information is used to assist readers in obtaining a better understanding of PesoRama’s business, current objectives, strategic priorities, expectations and plans, including following the Offering, and may not be appropriate for other purposes. Such forward-looking information that is not historical fact, including statements based on management’s belief and assumptions cannot be considered as guarantees of future performance.
All of the forward-looking information contained in this news release is expressly qualified by the foregoing cautionary statements. The Company relies on litigation protection for forward-looking statements.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
The securities offered have not been, and will not be, registered under the U.S. Securities Act of 1933 (the “U.S. Securities Act”), as amended, and may not be offered or sold in the United States, absent registration or an applicable exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities. The offering or sale of the securities shall not be made in any jurisdiction in which such offer, solicitation or sale would be unlawful.