Press Release.

Toronto, Ontario, January 23, 2023 – Pesorama Inc. (TSXV: PESO) (“PesoRama” or the “Company”) is pleased to announce that further to its news releases of December 8, 2022, December 15, 2022, and January 20, 2023, the Company has completed the second and final tranche of its previously announced non-brokered private placement (the “Offering“) through the issuance of an aggregate of 11,820,931 units (“Units“) of the Company at a price of $0.15 per Unit for gross proceeds of $1,773,140. Due to investor demand, the Offering was increased on January 20, 2023. In total, an aggregate of 17,760,264 Units were issued for gross proceeds of $2,664,040 through the competition of the two tranches of the Offering.

“The Company is very pleased to have completed this upsized private placement financing which demonstrates support for our business from our current shareholders and new investors”, said Rahim Bhaloo, Founder and Executive Chairman of the Company. “The funds that we raised through this financing will allow the Company to continue executing our corporate strategy and further advancing our business objectives.”

Each Unit consists of one common share (each, a “Common Share”) and one Common Share purchase warrant (each, a ” Warrant“). Each Warrant entitles the holder thereof to purchase one Common Share at a price of $0.30 for a period of three (3) years from the closing date of the Offering. In the event that, following the date that is four months and a day from the date of the issuance of the Warrants, the volume-weighted average price of the Common Shares on a recognized Canadian stock exchange (which includes the TSX Venture Exchange) is equal to or greater than $0.50 over a ten (10) consecutive trading day period, the Company may, at its option, within ten (10) business days following such 10-day period, accelerate the Warrant Expiry Date by issuing a press release (a “Warrant Acceleration Press Release“), 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 Press Release (the “Reduced Expiry Date“). 

In connection with the Offering, the Company paid certain eligible persons (each, a “Finder“): (i) a cash commission in the aggregate of $102,804.65; and (ii) an aggregate of 685,365 finder warrants (each, a “Finder Warrant“). Each Finder Warrant is exercisable into Common Shares at a price of $0.15 per Common Share until January 23, 2026.  All securities issued pursuant to the Offering will be subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation. Net proceeds raised from the Offering will be used for working capital and general corporate purposes.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

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 subscribed for of 616,633 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.