Prospectus offering
Financing type: short form prospectus offering
Gross proceeds: $21-million
Offering: $21-million principal amount of $1,000 convertible debentures issued and outstanding, each $1,000 convertible debenture being convertible into 1,098 listed shares
Conversion price: 91 cents per listed share
Commissions in securities: 461,538 agent's warrants (one agent)
Agent's warrant terms: Each non-transferrable warrant is exercisable at 70 cents for a period of two years from the date of issuance.
Disclosure: Refer to the prospectus dated June 16, 2026, and the company's news releases dated May 15, 2026, May 21, 2026, June 17, 2026, June 18, 2026, and June 30, 2026.
New listing -- debentures
Effective at the opening on Friday, July 3, 2026, the convertible debentures of the company will commence trading on the TSX Venture Exchange. The company is classified as a miscellaneous store retailers company.
Corporate jurisdiction: Ontario
Capitalization: $21-million principal amount of $1,000 convertible debentures issued and outstanding, each convertible debenture being convertible into 1,098 listed shares
Transfer agent: TSX Trust Company
Trading symbol: PESO.DB
Cusip No.: 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 Dec. 18, 2026, 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 six months (June 18, 2026, to Dec. 17, 2026) -- no repayment allowed;
months seven to 12 (Dec. 18, 2026, to June 17, 2027) -- repayment allowed at a price of par plus 4 per cent; months 13 to 24 (June 18, 2027, to June 17, 2028) -- repayment allowed at a price of par plus 2 per cent; and months 25 to 36 (June 18, 2028, to June 17, 2029) -- repayment allowed at a price of par plus 2 per cent.
Interest: The convertible debentures bear interest at an annual rate of 9.0 per cent payable semi-annually in arrears on the last day of June and December in each year commencing Dec. 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 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 91 cents 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: Dec. 31, 2026
Coupon dates: June 30 and Dec. 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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