Magnitude Mining Ltd. and PesoRama Inc. Announce Binding Letter Agreement for Reverse-Takeover Transaction

Calgary, Alberta--(Newsfile Corp. - November 2, 2018) - Magnitude Mining Ltd. (TSXV: MML.P) ("Magnitude" or the "Company") and PesoRama Inc. ("PesoRama") are pleased to announce the entering into of a binding letter agreement (the "Letter Agreement") which sets forth, in general terms, the basic terms and conditions upon which Magnitude will acquire, directly or indirectly, all of the issued and outstanding securities of PesoRama (the "Transaction" or the "Acquisition"). Magnitude, after completion of the Transaction, is referred to herein as the "Resulting Issuer".

Magnitude is a "capital pool company" that completed its initial public offering in June, 2018. The common shares of Magnitude (the "Magnitude Shares") are listed for trading on the TSX Venture Exchange (the "TSXV" or the "Exchange") under the stock symbol "MML.P". Magnitude has not commenced commercial operations and has no material assets other than cash. It is intended that the Transaction, when completed, will constitute the "qualifying transaction" of Magnitude pursuant to Policy 2.4 - Capital Pool Companies of the TSXV Corporate Finance Manual. Magnitude was incorporated under the Business Corporations Act (British Columbia) and its head and registered office is located in Vancouver, British Columbia.

PesoRama's business is the operation of a chain of dollar stores across Mexico. PesoRama intends to launch its operations in Mexico City and the surrounding areas targeting high density, high traffic locations. PesoRama's stores will offer consistent merchandise offerings which will include items in the following categories: household wares, kitchenware, home cleaning products, home décor products and seasonal products, stationery, toys and games, arts and crafts materials, electronics, souvenirs, novelties, jewelry, clothing, footwear, headwear, costumes, personal care products, health and beauty, cosmetics, food, beverages, snacks, confectionery, pet food and pet accessories, hardware, garden tools, and other general merchandise. PesoRama is organized under the Canada Business Corporations Act and its head office is currently located in Calgary, Alberta.

The Letter Agreement was negotiated at arm's length and is dated effective as of November 1, 2018. The terms and conditions outlined in the Letter Agreement are binding on the parties and the Letter Agreement is expected to be superseded by a definitive agreement (the "Definitive Agreement") to be negotiated between the parties. The Letter Agreement contemplates that concurrently with the Transaction, Magnitude and PesoRama will use their reasonable best efforts to complete a brokered private placement for gross proceeds of at least $8 million (the "Concurrent Financing") at a price of $0.75 per share of the Resulting Issuer (after giving effect to the consolidation described below).

Prior to or concurrently with closing the Acquisition, Magnitude will complete a 2:1 Magnitude Share consolidation (the "Consolidation"). Pursuant to the Transaction, Magnitude will acquire all of the issued and outstanding shares of PesoRama in exchange for Magnitude issuing post-Consolidation Magnitude Shares to the current securityholders of PesoRama, on a 1:1 basis. Management of Magnitude will sell and transfer within escrow an aggregate of 1,500,000 post-Consolidation shares of Magnitude to incoming management of the Resulting Issuer at a price of $0.20 per post-Consolidation Magnitude Share. Upon completion of the Acquisition, Magnitude will change its name to "PesoRama Inc.", or such other similar name as PesoRama may direct. Prior to closing of the Acquisition, Magnitude will continue under the Canada Business Corporations Act.

Currently, PesoRama has issued and outstanding 25,000,000 common shares; 5,650,000 common share purchase warrants exercisable at $0.05 per common share; performance warrants exercisable for up to 7,500,000 common shares at a price of $0.001 per share; 816,000 broker warrants exercisable at $0.40 per common share; and penalty rights entitling the holders thereof to an aggregate of up to 1,500,000 common shares in the event that a Liquidity Event does not occur on or before the Right Expiry Time (as such terms are defined in the penalty right certificates). The foregoing does not include securities to be issued pursuant to the Concurrent Financing.

Upon closing of the Transaction, all directors and officers of Magnitude (elected or appointed prior to completion of the Transaction) shall resign. Magnitude will cause the following persons to be appointed to its board of directors: Charles Wachsberg (chair), Rahim Bhaloo, Ed Sivitilli, Stephen Rosenberg, Allan White, Andrew Taylor, and Robb McNaughton. It is understood that upon completion of the Transaction, the management of the Resulting Issuer will include the following people: Rahim Bhaloo (CEO), Ed Sivitilli (President and COO), and Alejandro Monzo (CFO).

As the Transaction is an arm's length transaction, Magnitude is not required to obtain shareholder approval for the Transaction. Magnitude will seek shareholder approval for the continuation of its corporate existence to the Canada Business Corporations Act and changes to the board of directors.

In accordance with the policies of the TSXV, Magnitude Shares are currently halted from trading and will remain so until such time as the TSXV determines, which, depending on the policies of the TSXV, may not occur until completion of the Transaction.

Conditions to the Transaction

Completion of the Transaction will be subject to a number of conditions, including but not limited to, acceptance by the TSXV, completion of the Concurrent Financing, approval of certain matters by the holders of the Magnitude Shares and other customary conditions including:

• receipt of all director, shareholder, and requisite regulatory approvals relating to the negotiation and execution of a Definitive Agreement in respect of the Transaction and as may be contemplated by the Definitive Agreement;
• preparation and filing of a filing statement (the "Filing Statement") outlining the definitive terms of the Transaction and describing the business to be conducted by the Resulting Issuer following completion of the Transaction, in accordance with the policies of the TSXV; and
• completion of the Consolidation of the Magnitude Shares.

Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Sponsorship

Magnitude intends to make an application for exemption from the sponsorship requirements of the TSXV in connection with the Transaction; however, there is no assurance that the TSXV will exempt Magnitude from all or part of applicable sponsorship requirements.

Further Information

Magnitude will provide further details in respect of the Transaction in due course by way of press release. Magnitude will make available all information including financial information as required by the TSXV and will provide, in a press release to be disseminated at a later date, the required disclosure.

All information contained in this press release with respect to PesoRama and Magnitude was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

This press release is not an offer of the securities for sale in the United States. The securities may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and applicable U.S. state securities laws. Magnitude will not make any public offering of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Forward-Looking Information

This press release contains forward-looking information. More particularly, this press release contains statements concerning the proposal to complete the Transaction. Although the Company believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate, that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. Forward looking information involves known and unknown risks, uncertainties, assumptions, and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not complete the Concurrent Financing, will not enter into a definitive agreement or proceed with the Transaction, or that required shareholder, regulatory, or other approvals are not obtained. The forward-looking statements contained in this press release are made as of the date hereof and the Company undertakes no obligations to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative. The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Additional Information on Magnitude Mining Ltd.:

Magnitude Mining Ltd.
Katharine De Witt
Chief Executive Officer, Corporate Secretary and Director
604-628-1033

NOT FOR DISSEMINATION DIRECTLY, OR INDIRECTLY IN THE UNITED STATES