PesoRama Announces Proposed Debt Settlement

Toronto, Ontario--(Newsfile Corp. - July 4, 2023) - PesoRama Inc. (TSXV: PESO) ("PesoRama" or the "Company"), a Canadian company operating dollar stores in Mexico under the JOi Canadian Stores brand, it has agreed to settle an aggregate of $546,191 of indebtedness owed to certain non-arm's length creditors of the Company through the issuance of an aggregate of 2,482,684 common shares ("Common Shares") of the Company at a deemed price of $0.22 per Common Share (the "Debt Settlement"). The Debt Settlement remains subject to receipt of all necessary corporate and regulatory approvals, including the approval of the TSX Venture Exchange and disinterested shareholder approval which it will be seeking at its upcoming annual and special shareholder meeting being held on August 8, 2023. All securities issued in connection with the Debt Settlement will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation.

The Debt Settlement will constitute 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 will be issued an aggregate of 2,482,684 Common Shares. The Company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is not listed on a specified market and the fair market value of the Common Shares being issued to insiders in connection with the Debt Settlement does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. A material change report will be filed not less than 21 days before the closing date of the Debt Settlement. This shorter period was reasonable and necessary in the circumstances, as it was necessary for the Company to complete the Debt Settlement to immediately improve the financial position of the Company.

About PesoRama Inc.

PesoRama, operating under the JOi Canadian Stores brand, is a Mexican value dollar store retailer. PesoRama launched operations in 2019 in Mexico City and the surrounding areas targeting high density, high traffic locations. PesoRama's 21 stores offer consistent merchandise offerings which include items in the following categories: household goods, pet supplies, seasonal products, party supplies, health and beauty, snack food items, confectionery and more.

For further information please contact:

Rahim Bhaloo
Founder & Executive Chairman
rahim@rahimbhaloo.com
416-816-3291

Erica Fattore
President & Chief Executive Officer
erica@joi.mx

Alyssa Barry
Investor Relations
investors@pesorama.ca

Cautionary Note

This press release contains "forward-looking information" within the meaning of applicable securities laws, including, among other things, statements regarding the Company's planned expansion, new store openings and expected future developments and other factors that have been considered appropriate. While the Company believes 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. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements, including due to changes in consumer behaviour, general economic factors, the ability of the Company to execute its strategies, the availability of capital and the risk factors which are discussed in greater detail in the "Risk Factors" section of the Company's prospectus dated January 31, 2022 and filed under the Company's profile on www.sedar.com. The statements in this press release are made as of the date of this release. PesoRama undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of PesoRama, its securities, or its financial or operating results (as applicable).

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

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/172299