PesoRama Stock Restructuring: Company Issues 10.4M Options and Settles Debt with Share Issuance

PesoRama Inc. (TSXV: PESO), the Canadian operator behind Mexico’s growing JOi Dollar Plus retail chain, has announced a dual capital restructuring move aimed at bolstering its financial position and incentivizing key personnel.

The Core Transaction

The company has distributed 10.4 million incentive stock options across its leadership, management, and employee base, with an exercise price set at $0.23 per share. These options grant holders the right to purchase PesoRama stock at this fixed price over a five-year window from the grant date. Additionally, the company has agreed to issue 656,250 common shares valued at $0.20 per share to settle $131,250 in outstanding obligations owed to certain board members—a strategic move to convert debt into equity.

Option Details and Vesting

Each of the 10.4 million stock options represents the right to acquire one common share at the $0.23 strike price. The vesting schedule remains at the discretion of PesoRama’s Board of Directors, with the options granted under the company’s shareholder-approved stock option plan established in August 2023. This structure aligns employee incentives with long-term shareholder value creation.

Regulatory and Compliance Matters

The debt settlement remains contingent on obtaining all necessary corporate and regulatory clearances, including formal approval from the TSX Venture Exchange. Once shares are issued through the settlement, they will be subject to a four-month-plus-one-day statutory hold period as mandated by securities regulations.

The transaction qualifies as a related party transaction under Multilateral Instrument 61-101, given that insiders will collectively receive the 656,250 settlement shares. However, the company is exempt from formal valuation requirements and minority shareholder approval, as PesoRama is not listed on a specified market and the fair value of insider-issued shares represents less than 25% of the company’s market capitalization.

Strategic Context

PesoRama, operating 28 dollar stores under the JOi Dollar Plus banner since 2019, has established itself as a Mexican value retail player. The chain focuses on high-density, high-traffic locations across Mexico City and surrounding regions, offering a diverse product mix spanning household goods, pet supplies, seasonal items, and health and beauty products.

This capital restructuring underscores management’s confidence in the company’s operational strategy and the need to strengthen the balance sheet for near-term growth initiatives. The material change report will be filed at least 21 days prior to closing, with the accelerated timeline justified by the urgency of improving PesoRama’s immediate financial standing.

For investor inquiries regarding PesoRama stock and company developments, contact CEO Rahim Bhaloo at rahim@rahimbhaloo.com or 416-816-3291.