BULLETIN V2026-2173
PESORAMA INC. ("PESO") ("PESO.DB")
BULLETIN TYPE: Prospectus-Convertible Debenture Offering, New Listing-Debentures
BULLETIN DATE: June 30, 2026
TSX Venture Tier 2 Company
Prospectus Offering
Financing Type: Short Form Prospectus Offering
Gross Proceeds: $21,000,000
Offering: $21,000,000 principal amount of $1,000 convertible debentures, (the "Convertible Debentures") are issued and outstanding, each $1,000 Convertible Debenture is convertible into 1,098 listed shares (the "Listed Shares")
Conversion Price: $0.91 per Listed Share
Warrant Exercise Terms: N/A
Over-allotment Option: N/A
Commissions in Securities: Shares Warrants
Aggregate # of Agents (1): N/A 461,538
Agent Warrant Terms: Each non-transferrable warrant (the "Compensation Warrants") is exercisable at $0.70 for a period of 2 years from the date of issuance.
Disclosure: Refer to the prospectus dated June 16, 2026 and the Company's news release(s) dated May 15, 2026, May 21, 2026, June 17, 2026, June 18, 2026 and June 30, 2026.
New Listing-Debentures
Effective at the opening Friday, July 3, 2026, the Convertible Debentures of the Company will commence trading on TSX Venture Exchange. The Company is classified as a 'Miscellaneous Store Retailers' company.
Corporate Jurisdiction: Ontario
Capitalization: $21,000,000 principal amount of $1,000 convertible debentures (the "Convertible Debentures") are issued and outstanding, each Convertible Debenture is convertible into 1,098 listed shares (the "Listed Shares")
Transfer Agent: TSX Trust Company
Trading Symbol: PESO.DB
CUSIP Number: 715792 AA 5
Details of the Debentures:
Terms: June 18, 2029 (Maturity Date)
Redemption: The Convertible Debentures may be redeemed, at the option of the Company, in whole or in part. However, the Convertible Debentures are not redeemable before December 18, 2026 (the "First Call Date"), except under specific circumstances following a Change of Control. On and after the First Call Date, the Company may redeem the Convertible Debentures according to the following schedule:
First 6 Months (June 18, 2026 - December 17, 2026): No repayment allowed
Months 7-12 (December 18, 2026 - June 17, 2027): Repayment allowed at a price of Par + 4%
Months 13-24 (June 18, 2027 - June 17, 2028): Repayment allowed at a price of Par + 2%
Months 25-36 (June 18, 2028 - June 17, 2029): Repayment allowed at a price of Par + 2%
Interest: The Convertible Debentures bear interest at an annual rate of 9.0% payable semi-annually in arrears on the last day of June and December in each year commencing December 31, 2026.
Subordination: The Convertible Debentures will be subordinated to all existing and future secured indebtedness of the Company in accordance with the provisions of the Indenture dated June 18, 2026 (the "Debenture Indenture"). The Convertible Debentures will rank pari passu and equally in right of payment with each other series of Convertible Debentures issued under the Debenture Indenture or under indentures supplemental to the Debenture Indenture (regardless of their actual date or terms of issue) and, except as prescribed by law, with all other existing and future senior unsecured indebtedness of the Company, other than secured indebtedness.
Conversion: The Convertible Debentures are convertible into Listed Shares of the company at $0.91 per Listed Share at any time prior to the business day prior to Maturity Date or the business day prior to redemption.
Day Count Type: 360
Interest Start Date: June 18, 2026
First Coupon Date: December 31, 2026
Coupon Dates: June 30 and December 31
Clearing and Settlement: The Convertible Debentures will clear and settle through CDS.
Board Lot: The Convertible Debentures are only issuable in denominations of $1,000 and will trade in a board lot size of $1,000 face value.
For further information, please refer to the Company's Prospectus dated June 16, 2026
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