LSL Pharma completes $10M closing of debenture offering

Executive Summary

• LSL Pharma Group Inc. closed an initial tranche of its upsized brokered private placement, raising $10 million in gross proceeds from unsecured convertible debentures.
• The company entered into a definitive share purchase agreement to acquire 100% of Juno OTC Inc. for $5 million, with the transaction expected to close concurrently with the financing.
• The remaining $2 million of the $12 million total offering will close on a non-brokered basis at the time of the acquisition closing.

Key Details

• Financing Structure:
  • Instrument: Unsecured convertible debentures.
  • Gross Proceeds (Initial Tranche): $10,000,000.
  • Total Offering Size: Upsized from $11 million to $12 million.
  • Remaining Amount: $2 million to be raised on a non-brokered basis concurrently with the acquisition closing.
  • Price: $1,000 per debenture.
  • Interest Rate: 10.0% per annum, payable semi-annually in arrears.
  • Maturity Date: December 31, 2029.
  • Conversion Price: 45 cents per common share.
  • Lead Agent: Bloom Burton Securities Inc.
  • Syndicate Members: Research Capital Corp. and Leede Financial Inc.
  • Agency Commission: $440,000 in cash and 400,000 broker warrants.
  • Warrant Terms: Exercisable for 24 months post-closing at $0.45 per share.
  • Statutory Hold Period: 4 months plus 1 day from closing (April 24, 2026).
• Insider Participation:
  • Noureddine Mokaddem (Director) purchased 4,000 debentures for $4,000,000.
  • This is a related-party transaction exempt from formal valuation and minority shareholder approval under Regulation 61-101.
  • Hold period for insider securities expires April 24, 2026.
• M&A Transaction (Juno OTC Inc.):
  • Target: Juno OTC Inc. (Toronto-based wholly owned subsidiary of Juno Pharmaceuticals LP).
  • Consideration: $5,000,000.
  • Closing Date: Expected on or around December 23, 2025.
  • Operational Control: Seller retains operational control and financial liability through December 31, 2025; Corporation assumes full control effective January 1, 2026.
• Use of Proceeds:
  • Portion of net proceeds allocated to the acquisition of Juno OTC.
  • Remainder allocated to working capital and general corporate purposes.

Notable Quotes

• No direct quotes from the CEO or President were included in the provided text.