Exhibit 99.1
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NOTICE OF GUARANTEED DELIVERY
FOR RIGHTS TO ACQUIRE COMMON STOCK
This form (this “Notice of Guaranteed Delivery”), must be used to exercise the transferable subscription rights (the “Rights”) to acquire common stock, par value $.0001 per share (“Common Stock”), of PriceSmart, Inc., a Delaware corporation (the “Company”), pursuant to the rights offering (the “Rights Offering”) described in the prospectus dated , 2004 (the “Prospectus”) of the Company, if a holder of Rights cannot deliver the rights certificates evidencing the Rights (the “Rights Certificate(s)”) to the subscription agent listed below (the “Subscription Agent”) at or prior to 5:00 p.m., New York City time, on , , 2004, to exercise such holder’s Rights at a subscription price of $7 (the “$7 Expiration Time”), or after the $7 Expiration Time and at or prior to 5:00 p.m., New York City time, on , , 2004, to exercise such holder’s Rights at a subscription price of $8, unless the rights offering is extended (the “$8 Expiration Time”). Such form must be delivered by hand or sent by facsimile transmission or mail to the Subscription Agent, and must be received by the Subscription Agent on or prior to the $7 Expiration Time or the $8 Expiration Time, as the case may be. See the discussion set forth under “The Rights Offering” in the Prospectus.
Payment of the subscription price (the “Subscription Price”) of $7 per share or $8 per share, as the case may be, for each share of Common Stock of the Company subscribed for upon exercise of the Rights must be received by the Subscription Agent in the manner specified in the Prospectus at or prior to the $7 Expiration Time or the $8 Expiration Time, as the case may be, even if the Rights Certificate evidencing such Rights is being delivered pursuant to the procedure for guaranteed delivery thereof. See the discussion set forth under “The Rights Offering—Guaranteed Delivery Procedures” in the Prospectus.
The address and telecopier numbers of the Subscription Agent are:
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By Mail: | | By Overnight Courier: | | By Hand: |
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PriceSmart, Inc. C/O Mellon Investor Services LLC Attention: Reorganization Dept. P.O. Box 3301 South Hackensack, NJ 07606 | | PriceSmart, Inc. C/O Mellon Investor Services LLC Attention: Reorganization Dept. 85 Challenger Road, 2nd Floor Overpeck Centre Ridgefield Park, NJ 07660 | | PriceSmart, Inc. C/O Mellon Investor Services LLC Attention: Reorganization Dept. 120 Broadway, 13th Floor New York, New York 10271 |
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Facsimile Transmission: (Eligible Institutions Only) (201) 296-4293 | | To confirm receipt of facsimile only: (201) 296-4860 |
The address and telephone numbers of the information agent (the “Information Agent”), for inquiries, information or requests for additional documentation with respect to the Rights are as follows:
Mellon Investor Services LLC
85 Challenger Road, 2nd Floor
Overpeck Centre
Call Toll Free: (888) 684 -7182
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE MACHINE OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
Ladies and Gentlemen:
The undersigned hereby represents that he, she or it is the holder of Rights Certificate(s) representing Rights to purchase shares of the Company’s Common Stock and that such Rights Certificate(s) cannot be delivered to the Subscription Agent at or before the $7 Expiration Time or the $8 Expiration Time, as the case may be. Upon the terms and subject to the conditions set forth in the Prospectus, receipt of which is hereby acknowledged, the undersigned hereby elects to exercise the subscription privilege (the “Subscription Privilege”) relating to such Rights to subscribe for shares of Common Stock represented by such Rights Certificate(s). The undersigned understands that payment of the Subscription Price of $7 per share or $8 per share, as the case may be, for each share of Common Stock subscribed for pursuant to the Subscription Privilege must be received by the Subscription Agent at or before the $7 Expiration Time or the $8 Expiration Time, as the case may be, and represents that such payment, in the aggregate amount of $ , either (check appropriate box):
¨ is being delivered to the Subscription Agent herewith; or
¨ has been delivered separately to the Subscription Agent, and is or was delivered in the manner set forth below (check appropriate box and complete information relating thereto);
¨ certified check
¨ bank draft (cashier’s check)
¨ money order
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Date of check or draft or money order number: | | |
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Bank on which check is drawn or issuer of money order: | | |
All authority conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall not be affected by, and shall survive, the death or incapacity of the undersigned, and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned.
PLEASE SIGN AND COMPLETE
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Signature(s): | | | | | | | | | | |
| | | | | | Address | | | | Telephone Number |
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Name(s) | | | | | | | | | | |
| | Print or Type | | | | City, State and Zip Code | | | | Rights Certificate No(s) (If Available) |
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Signature(s): | | | | | | | | | | |
| | | | | | Address | | | | Telephone Number |
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Name(s): | | | | | | | | | | |
| | Print or Type | | | | City, State and Zip Code | | | | Rights Certificate No(s) (If Available) |
GUARANTEE OF DELIVERY
(NOT TO BE USED FOR RIGHTS CERTIFICATE SIGNATURE MEDALLION GUARANTEE)
The undersigned, a member firm of a registered national securities exchange or member of the National Association of Securities Dealers, Inc., commercial bank or trust company having an office or correspondent in the United States, or another “Eligible Guarantor Institution” as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees that within three business days following the $7 Expiration Time or the $8 Expiration Time, as the case may be, the undersigned will deliver to the Subscription Agent the certificates representing the Rights being exercised hereby, with any required signature medallion guarantees and any other required documents.
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Name of Firm | | | | | | Authorized Signature | | | | Date | | |
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Address | | | | | | Name (Print or Type) | | | | Telephone Number | | |
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City, State and Zip Code | | | | | | Title | | | | | | |
The institution which completes this form must communicate the guarantee to the Subscription Agent and must deliver the Rights Certificates to the Subscription Agent within the time period shown herein. Failure to do so could result in a financial loss to such institution.
DO NOT SEND RIGHTS CERTIFICATES WITH THIS FORM