Press Release.

TORONTO,ON–(July 9,2025)–PesoRama Inc.(TSXV:PESO)(OTCQB:PSSOF) (FSE:ZE6)  (“PesoRama” or the “Company”), a Canadian company operating dollar stores in Mexico under the JOI DOLLAR PLUS brand, is pleased to announce the closing of the Company’s equity offering, first announced on June 10, 2025 and subsequently on July 7, 2025, for gross proceeds of $6,802,674.90.  Pursuant to the offering, the Company sold 45,351,166 units of the Company (each, a “Unit”) at a price of $0.15 per Unit. 
 
“We are very pleased to close this financing, which marks a significant milestone in our growth strategy,” said Rahim Bhaloo, CEO of PesoRama. “The financing was oversubscribed, reflecting strong investor interest and confidence in our strategy and vision.  This capital will enable us to accelerate the rollout of new store locations across Mexico City and beyond, bringing affordable everyday products to more communities while driving long-term value for our shareholders.”
Each Unit is comprised of one common share of the Company (a “Common Share”) and one Common Share purchase warrant of the Company (a “Warrant”). Each Warrant will entitle the holder thereof to acquire one Common Share (a “Warrant Share”) at a price of $0.30 per Warrant Share for a period of 24 months from September 7, 2025, being the date that is 60 days following the closing date (such date of expiration, the “Warrant Expiry 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 (“TSXV”), is equal to or greater than $0.50 over a ten consecutive trading-day period, the Company may, at its option, within ten business days following such ten-day period, accelerate the Warrant Expiry Date by issuing a press release, (a “Warrant Acceleration Notice”), and, in such case, the Warrant Expiry Date shall be deemed to be the date that is thirty (30) days following the issuance of the Warrant Acceleration Notice. 
 
Of the total offering, 33,333,333 Units were issued pursuant to the listed issuer financing exemption (LIFE) under Part 5A of National Instrument 45-106 and 12,017,833 Units pursuant to private placements to accredited investors in Canada and the U.S.  
 
In connection with the offering, the Company paid a cash commission of $334,853.04 and issued 2,232,353 non-transferable finder warrants (each, a “Finder Warrant”) to an arm’s-length finder. Each Finder Warrant is exercisable into one Common Share at a price of $0.15 at any time on or before July 9, 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 TSXV.
 
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the 1933 Act, or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
 
MI 61-101 Disclosure
 
The offering constituted a “related party transaction” as defined in Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions (“MI 61-101”), as insiders of the Company and their related parties subscribed for a total of 2,166,667 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% 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.