Press Release.

TORONTO, June 9, 2023 – PesoRama Inc. (“PesoRama” or the “Company”) (TSXV:PESO) (OTCQB:PSSOF) is pleased to announce that, today, it has entered into a binding senior secured revolving credit facility (the “Loan Agreement”) for up to $20M (the “Loan”) with Third Eye Capital Corporation (the “Agent”) on behalf of certain lenders (the “Lenders”). The Loan will support the Company’s continued expansion through the construction of new JOi Dollar Plus Stores in Mexico and the expansion of the Company’s inventory and product offerings.

The Loan matures in three years and will be made available subject to a borrowing base up to a maximum of $20M. The Loan will bear interest equal to the greater of: (i) 13.5%; and (ii) 7.55% above the Prime Rate posted by the Royal Bank of Canada (“Interest”). The Interest is compounded and payable monthly in arrears and subject to interest reserve requirements.  

“Today is a day of celebration as we reach this milestone and closing of this new credit facility,” said Rahim Bhaloo, Founder and Executive Chairman. “The successful establishment of this facility demonstrates the effectiveness of our business model, strong market demand and the overall opportunity that the Mexican market presents. I am incredibly proud of everything our team has been able to achieve and will build on this growing momentum as we strategically expand throughout Mexico. Congratulations and thank you to the whole PesoRama and Third Eye teams, our loyal customers and our shareholders who got us here.”

“After several months of due diligence with both Canadian and Mexican management and shareholders, which included physical visits to multiple stores and inventory locations, we are pleased to structure a financing specifically tailored to meet PesoRama’s growth plans,” commented Omar Murad, Director of Special Situations at Third Eye Capital. “We look forward to helping spread ‘JOi’ across Mexico.”

The Loan is subject to a closing fee of $800,000 to be paid in two installments to the Agent, for the rateable benefit of the Lenders. A standby fee equal to 1% will be paid annually by the Company to the Agent, for the account of the Lenders, calculated and payable quarterly in arrears, of the difference between the daily revolver advances outstanding and the revolver limit during such quarter. An annual monitoring fee of $50,000 will be paid by the Company to the Agent, which fee will be paid in quarterly instalments beginning today and each three-month anniversary thereafter.  

As partial consideration for entering into the Loan Agreement, the Company issued 15,060,838 non-transferable warrants to the Lenders (the “Warrants”) to purchase up to an aggregate of 15,060,838 common shares of the Company.  Each Warrant has an exercise price equal to $0.14 and is exercisable for five years.

The Lenders are not Non-Arm’s Length Parties of the Company as defined pursuant to the policies of the TSXV. The Lenders do not own nor have any beneficial ownership of any securities of the Company other than the Warrants granted pursuant to the Loan Agreement.

The Loan was approved by the TSXV.