PesoRama Inc. Announces Concurrent Closing of Prospectus Offering and Qualifying Transaction, and Receipt of $10 Million of Financing Proceeds

Toronto, Ontario--(Newsfile Corp. - February 8, 2022) - PesoRama Inc. ("PesoRama" or the "Corporation") (formerly Skyscape Capital Inc.) (TSXV: SKY.P) is pleased to announce the completion of its public offering (the "Offering"), by way of prospectus (the "Prospectus") dated January 31, 2022, of 4,700,000 units (the "Units") for aggregate gross proceeds of $4,700,000. The Corporation also announces the closing of its previously announced "Qualifying Transaction" (the "Qualifying Transaction"), as such term is defined in the policies of the TSX Venture Exchange (the "TSXV"), involving the amalgamation of PesoRama Inc. ("Old PesoRama") and the Corporation's wholly owned subsidiary, 11518003 Canada Inc., ("Subco"), to form a new corporation, PesoRama Holdings Inc. ("Amalco"), as well as the change of the Corporation's name to PesoRama Inc. (the "Name Change"), all effective February 8, 2022.

The Corporation will be filing final submissions with the TSXV in connection with the completion of the Qualifying Transaction. Upon receiving final approval from the TSXV, it is expected that the Corporation will be a Tier 2 Industrial Issuer and will trade under the symbol "PESO". The Corporation intends to issue a subsequent news release once the common shares of the Corporation ("Common Shares") are reinstated for trading on the TSXV.

Concurrent Offerings

The Offering was made by the Corporation through a syndicate of agents (collectively, the "Agents") led by Canaccord Genuity Corp. and including Cormark Securities Inc. and Richardson Wealth Limited, in combination with a non-brokered private placement offering of subscription receipts completed by Old PesoRama on November 19, 2021, to raise aggregate gross proceeds from such financings of $10,035,170 in furtherance of the Qualifying Transaction. Pursuant to the subscription receipt financing, Old PesoRama issued and sold 5,335,170 subscription receipts for aggregate gross proceeds of $5,335,170, which were converted into 5,335,170 Units on closing of the Qualifying Transaction.

In connection with the Offering, the Corporation, Old PesoRama and the Agents entered into an agency agreement (the "Agency Agreement") dated January 31, 2022, pursuant to which the Agents offered and sold an aggregate of 4,700,000 Units distributed by the Corporation pursuant to the Prospectus, at a purchase price of $1.00 per Unit for aggregate gross proceeds of $4,700,000. Each Unit consists of one Common Share and ‎one common share purchase warrant of the Corporation (a "Warrant"). Each Warrant entitles the holder to purchase one Common Share at a price of $1.25 per share for a period of 24 months following the closing date of the Offering. In the event that the volume-weighted average price of the Common Shares on the TSXV is equal to or greater than $2.00 over a 10 ‎consecutive trading day period, the Corporation may, within 10 business days following such period, accelerate the Warrant expiry date by issuing a news release to the date that is 30 days ‎following the issuance of the news release‎.

Under the terms of the Agency Agreement, PesoRama has also granted to the Agents an over-allotment option to purchase up to an additional 705,000 Units on the same terms and conditions, exercisable in whole or in part by the Agents up to 30 days following closing of the Offering.

On the completion of the Offering, the Corporation paid to the Agents a cash commission of 7.0% of the aggregate gross proceeds of the Offering. The Agents also received 329,000 common share purchase warrants of the Corporation, each entitling the holder to purchase one Common Share at a price of $1.00 per Common Share until the date that is 24 months from the closing of the Offering.

The Corporation intends to use the net proceeds from the Offering and the subscription receipt financing to fund a portion of PesoRama's near term business objectives, including for new store openings.

Qualifying Transaction

The Corporation is pleased to announce that it has completed the Qualifying Transaction, pursuant to which Subco and Old PesoRama amalgamated under the relevant provisions of the Canada Business Corporations Act to form Amalco and the holders of common shares of Old PesoRama ("PesoRama Shares") received one Common Share for each one PesoRama Share held prior to the amalgamation. Also pursuant to the Qualifying Transaction, the Corporation agreed to assume all of Old PesoRama's obligations under all outstanding warrants and options to acquire PesoRama Shares, which are now exercisable to acquire Common Shares. In connection with the Qualifying Transaction and the Offering, the Corporation issued an aggregate of 69,928,239 Common Shares.

Name Change

Concurrent with the Qualifying Transaction, the Corporation changed its name from "Skyscape Capital Inc." to "PesoRama Inc." (the "Name Change"), to more appropriately reflect its business and operations going- forward.

Reconstitution of Board of Directors and New Officers

In connection with the Qualifying Transaction, the board of directors of the Corporation was reconstituted to consist of: Rahim Bhaloo, Antonio Heredia, Paul Pathak and Andrew Parks. The Corporation also announces the appointment of Rahim Bhaloo as Executive Chairman, Erica Fattore as Chief Executive Officer and President, Lynn Chapman as Chief Financial Officer and Abdulmajeed Bawazeer as Chief Strategy Officer of the Corporation.

About PesoRama

PesoRama is a Canadian company with its corporate office located in Toronto and operations based in Mexico. In Mexico, PesoRama operates a chain of corporately owned value retail stores under its "JOI Canadian Stores" banner, which offer a variety of quality products for sale to customers typically at a single price point. PesoRama launched its operations in 2019 in Mexico City and the surrounding areas, targeting high density, high traffic locations. PesoRama's JOI Canadian Stores offer consistent merchandise offerings such as household wares, kitchenware, home cleaning products, home décor products, seasonal products, stationary, 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, confectionary, pet food and pet accessories, hardware, garden tools and other general merchandise. To date, PesoRama has opened and operates 18 stores in Mexico and currently seeks to implement an aggressive expansion strategy by opening new stores if and when, its board of directors deems to be in its best interest and subject to available funds.

The TSXV has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this press release.

In this press release, all references to "$" are to Canadian dollars.

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Notice regarding forward-looking statements:

This news release includes forward-looking statements regarding the Corporation and its businesses, which may include, but is not limited to, statements with respect to the listing of the Common Shares on the TSXV, the use of the net proceeds from the Offering and subscription receipts financing, and the anticipated share capital of the Corporation. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "is expected", "expects", "scheduled", "intends", "contemplates", "anticipates", "believes", "proposes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such statements are based on the current expectations of the management of each entity. The forward-looking events and circumstances discussed in this release, including completion of the Qualifying Transaction and the Offering may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the technology industry, failure to obtain regulatory or shareholder approvals, economic factors, the equity markets generally and risks associated with growth and competition. Although the Corporation has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and the Corporation undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, other than as required by law.

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.

Not for distribution to United States newswire services or for dissemination in the United States

For further information concerning the Corporation, please contact:

Rahim Bhaloo, Executive Chairman
Email: rahim@rahimbhaloo.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/113219