Investor News
Press Release.
OTC: PSSOF
FSE: ZE6
PesoRama Announces Closing of its Upsized C$21M Senior Unsecured Convertible Debentures to Retire Senior Debt
TORONTO, ON – (June 18, 2026) – PesoRama Inc. (TSXV:PESO) (OTC Pink: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 its previously announced marketed public offering of 21,000 senior unsecured convertible debentures of the Company (the “Convertible Debentures”) for aggregate gross proceeds of $21,000,000 (the “Offering”). Canaccord Genuity Corp. (the “Lead Agent”) 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 (the “MaturityDate”). Each Convertible Debenture has a principal value of C$1,000 that is convertible into common shares of the Company (“Common Shares”), at the option of the holder, at a conversion price of $0.91 per Common Share (the “Conversion Price“). Interest shall accrue on the Convertible Debentures at a fixed rate of 9.0% per annum, payable in cash, semi-annually in arrears on the last day of June and December in each year, commencing on December 31, 2026. At any time after December 18, 2026, if the volume-weighted average trading price of the Common Shares on the TSXV for ten consecutive trading days equals or exceeds 150% 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 December 18, 2026, to repay the principal amount outstanding in cash at par plus a premium of 4% (months 7–12 after closing date), par plus 2% (months 13–24 after closing date), or at par (months 25–36 after closing date), upon not less than 30 calendar days’ 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 $1,050,000 and issued to the Lead Agent 461,538 compensation warrants (the “Compensation Warrants”). Each Compensation Warrant entitles the holder thereof to acquire one Common Share at a price of $0.70 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.
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.
PesoRama Inc. is a Mexican value retailer that currently operates a chain of stores in Mexico under the brand name "JOi Dollar Plus." PesoRama's stores offer a broad range of everyday household products, seasonal goods, and pet supplies at affordable prices. The Company's mission is to become Mexico's premier dollar store chain, targeting expansion to 500+ locations across Mexico.
For more information, visit pesorama.ca.
This news release contains "forward-looking statements" within the meaning of applicable Canadian securities legislation. Forward-looking statements are based on assumptions and involve known and unknown risks, uncertainties, and other factors which may cause actual results to differ materially. Readers are cautioned not to place undue reliance on forward-looking statements. The Company does not undertake any obligation to update forward-looking statements, except as required by applicable law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.