PesoRama Inc. Enters Into Letter of Intent for Reverse Take-Over Transaction and Engages Agent for Subscription Receipt Financing

Calgary, Alberta--(Newsfile Corp. - June 11, 2019) - PesoRama Inc. (the "Company" or "PesoRama") is pleased to announce that it has entered into a letter of intent dated June 5, 2019 (the "LOI") with Skyscape Capital Inc. ("Skyscape"), a capital pool company as defined under TSX Venture Exchange ("TSXV" or the "Exchange") Policy 2.4 - Capital Pool Companies ("Policy 2.4"), whereby Skyscape and PesoRama will complete an arrangement, amalgamation, share exchange, or similar transaction to ultimately form the resulting issuer (the "Resulting Issuer") who will continue on the business of PesoRama (the "Transaction"), subject to the terms and conditions outlined below. It is intended that the Transaction will constitute Skyscape's Qualifying Transaction, as such term is defined in the policies of the Exchange.

Skyscape completed its initial public offering in March, 2018. The common shares of Skyscape (the "Skyscape Shares") are listed for trading on the TSXV under the stock symbol "SKY.P". Skyscape has not commenced commercial operations and has no assets other than cash. Skyscape was incorporated under the laws of the Province of Ontario.

PesoRama is a Mexican value single price point dollar store retailer. 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, 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.

The LOI was negotiated at arm's length and is effective as of June 5, 2019. The terms and conditions outlined in the LOI are non-binding on the parties and the LOI is expected to be superseded by a definitive agreement (the "Definitive Agreement") to be negotiated between the parties. Upon completion of the Transaction, all directors and officers of Skyscape (elected or appointed prior to the completion of the Transaction) shall resign and each of the directors and officers of the Resulting Issuer shall be nominees of PesoRama. Completion of the Transaction will be subject to a number of conditions, including but not limited to, acceptance by the TSXV, completion of a concurrent financing (see below), approval of certain matters by the holders of the Skyscape Shares and other customary conditions. There can be no assurance that the Transaction will be completed as proposed or at all.

Concurrent Financing

The LOI contemplates that prior to the closing of the Transaction, PesoRama, or its nominee, will complete a financing for gross proceeds of up to $25 million (the "Concurrent Financing"). In connection therewith, PesoRama has entered into an engagement letter with Canaccord Genuity Corp. ("Canaccord"), whereby the Corporation has engaged Canaccord to act as exclusive financial advisor and sole bookrunner in respect of a brokered private placement of subscription receipts ("Subscription Receipts") of the Company. Each Subscription Receipt will be exchangeable, for no additional consideration and without any further action on the part of the holder, for one common share of the Company, upon the satisfaction of certain conditions, including (i) the entering into of a definitive agreement in connection with the Transaction; (ii) the completion or satisfaction of all conditions precedent to the Transaction in accordance with such definitive agreement; and (iii) the approval of the TSX Venture Exchange to the Transaction and the listing of the shares of the resulting issuer following the Transaction. The Subscription Receipts are currently expected to be priced at $1.50 per Subscription Receipt (the "Issue Price"). It is anticipated that Canaccord will form a syndicate in connection with the Offering (collectively, the "Agents").

The Company has agreed to grant the Agents an option to offer up to an additional $3.75 million of Subscription Receipts (or 15% of the gross proceeds of the Concurrent Financing) at the Issue Price. This option is exercisable at any time up to 48 hours prior to the closing of the Concurrent Financing.

The Agents will receive a cash commission equal to 6% of the total gross proceeds of the Concurrent Financing, and such number of warrants ("Agent's Warrants") equal to 6% of the total number of Subscription Receipts issued pursuant to the Concurrent Financing. Each Agent's Warrant shall entitle the holder thereof to acquire one common share of the Company for a period of 24 months from the date the shares of the Company are listed on the TSX Venture Exchange at the Issue Price.

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

About PesoRama Inc.

PesoRama is a Mexican value single price point dollar store retailer offering a broad assortment of consumable products, general merchandise and seasonal items.

For more information:

Rahim Bhaloo, Chief Executive Officer
PesoRama
1-416-816-3291
rahim@pesorama.ca

Cautionary Statements

This news release contains forward looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward looking statements or information. Forward-looking statements and information in this news release includes, but is not limited to, closing of the Transaction and the timing thereof, the terms and conditions of the Transaction, required approvals and the receipt thereof, the completion Concurrent Financing and the timing thereof, the size of the Concurrent Financing, the syndicate of Agents, the Issue Price and the use of proceeds of the Offering. Although the Company believes that the expectations and assumptions on which the forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Company cannot give any assurance that they will prove to be correct. Since forward looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results and developments may differ materially from those that are currently contemplated by these statements.

The forward-looking statements and information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward looking statement or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

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