Due to Demand PesoRama Announces Upsize of Senior Unsecured Convertible Debenture Offering of up to C$21M to Retire Senior Debt

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TORONTO, May 21, 2026 (GLOBE NEWSWIRE) — PesoRama Inc. (TSXV:PESO) (OTC Pink:PSSOF) (FSE:ZE6) (“PesoRama” or the “Company”), a Canadian company operating dollar stores in Mexico under the JOi Dollar Plus brand, is pleased to announce that, due to strong demand, it intends to upsize its previously announced marketed public offering to 21,000 senior unsecured convertible debentures, up from 16,000 (the “Convertible Debentures”) to gross proceeds of up to C$21.0M, up from C$16.0 million (the “Offering”). Canaccord Genuity Corp. (the “Lead Agent”) is acting as Lead Agent and sole bookrunner for the Company in connection with the Offering.

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Each Convertible Debenture will be issued in the principal amount of C$1,000 and will be unsecured. The principal amount of each Convertible Debenture will be convertible into common shares of the Company (“Common Shares”), at the option of the holder at a conversion price of $0.91 (the “Conversion Price“), which represents a 30% premium to the volume-weighted average trading price of the Common Shares on the TSX Venture Exchange (the “TSXV“) for the ten consecutive trading days immediately preceding the date of the public announcement of the Offering. The Convertible Debentures will mature on the date that is 36 months from the Closing Date (the “Maturity Date“). The principal amount outstanding under each Convertible Debenture will bear interest at a fixed rate of 9.0% per annum, payable in cash, semi-annually in arrears on the last day of June and December in each year, commencing on December 31, 2026. At any time after the sixth month following the Closing Date, if the volume-weighted average trading price of the Common Shares on the TSXV for ten consecutive trading days equals or exceeds 150% of the Conversion Price then in effect, the Company will have the right to require the holders of all outstanding Convertible Debentures to convert their Convertible Debentures into Common Shares at the Conversion Price then in effect. The Company will also have a repayment right, exercisable after the first six months following the Closing Date, to repay the principal amount outstanding in cash at par plus a premium of 4% (months 7–12), par plus 2% (months 13–24), or at par (months 25–36), upon not less than 30 calendar days’ notice.

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The net proceeds of the Offering will be used to repay outstanding senior debt.

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Upon closing, the Company will pay the Agents a cash commission equal to 5.0% of the aggregate gross proceeds of the Offering and will issue compensation warrants (“Compensation Warrants”) to the Agents equal to 2.0% of the aggregate number of Common Shares issuable upon conversion of the Convertible Debentures. Each Compensation Warrant will be exercisable for 24 months following the Closing Date to acquire one Common Share at an exercise price equal to $0.70, being the last closing price of the Common Shares on the TSXV immediately preceding the public announcement of the Offering.

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The Offering is expected to close on or about June 1, 2026, or such other date as may be agreed to by the Lead Agent and the Company (each such date, a “Closing Date“).

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Closing of the Offering is subject to receipt of all necessary corporate and regulatory approvals, including the approval of TSXV. The Convertible Debentures will be distributed (i) in Canada through the filing of a short form prospectus with the appropriate securities authorities in each of the provinces of Canada, except Quebec (the “Canadian Jurisdictions”)and (ii) jurisdictions other than the Canadian Jurisdictions where the Convertible Debentures may be lawfully sold on a basis exempt from the prospectus, registration and similar requirements of any such jurisdictions.