Press Release.

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.