LSL Pharma completes $10M closing of debenture offering

Mr. Francois Roberge reports LSL PHARMA GROUP CLOSES $10M OF UPSIZED $12M BROKERED OFFERING AND ENTERS INTO DEFINITIVE AGREEMENT FOR THE ACQUISITION OF JUNO OTC LSL Pharma Group Inc. has completed the closing of an initial tranche of its previously announced brokered private placement offering of unsecured convertible debentures for total gross proceeds of $10-million. The brokered offering was led by Bloom Burton Securities Inc. on behalf of a syndicate including Research Capital Corp. and Leede Financial Inc. The debentures were issued at a price of $1,000 per debenture for $10-million in gross proceeds. The debentures bear interest at 10.0 per cent per annum, payable semi-annually in arrears, and mature on Dec. 31, 2029, at which time the aggregate principal amount of the debentures is repayable in cash. The principal amount of each debenture is convertible into common shares of the corporation at a conversion price of 45 cents per common share. The offering has been upsized from the previously announced $11-million to $12-million. The final $2-million will close on a non-brokered basis concurrently with the acquisition (as defined below). The brokered offering was conducted pursuant to the terms of an agency agreement dated Dec. 23, 2025, among the corporation and the agents. In accordance with the terms of the agency agreement, in consideration for their services, the agents received a total cash commission of $440,000 and a total of 400,000 broker warrants. The broker warrants are exercisable for 24 months following the offering closing date (as defined below) entitling the holder thereof to acquire one common share at a price of 45 cents per common share. The offering closed on Dec. 23, 2025. All securities issued pursuant to the offering are subject to a statutory hold period expiring four months plus a day from the offering closing date in accordance with applicable securities legislation. A portion of the net proceeds of the offering will be used for the acquisition (defined below), and the rest of the net proceeds will be used for working capital and for general corporate purposes. Noureddine Mokaddem (the insider), a director of the corporation, participated in the offering and purchased an aggregate of 4,000 debentures for gross proceeds of $4-million (which securities are subject to a hold period expiring April 24, 2026, in accordance with the policies of the TSX-V and applicable securities laws). The insider's participation is considered a related-party transaction within the meaning of Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions. Such insider's participation is exempt from the formal valuation and minority shareholder approval requirements of Regulation 61-101 pursuant to sections 5.5(b) and 5.7(1)(a) of Regulation 61-101, as the corporation is not listed on any of the exchanges or markets outlined in Subsection 5.5(b) of Regulation 61-101, and the fair market value of the securities distributed to the insider did not exceed 25 per cent of the corporation's market capitalization. Share purchase agreement for the acquisition of Juno OTC Inc. In connection with the completion of the offering, the corporation has entered into a share purchase agreement with Juno Pharmaceuticals LP (the seller) and Juno OTC for the acquisition from the seller of all of the outstanding shares of Juno OTC, a Toronto-based wholly owned subsidiary of the seller, for a total purchase price of $5-million. The corporation expects the acquisition to close on or around Dec. 23, 2025, at which point the corporation will have full legal ownership of all outstanding shares of Juno OTC. The seller will retain operational control of Juno OTC, including responsibility for all financial liabilities and business obligations, through Dec. 31, 2025, with the corporation assuming full control, effective Jan. 1, 2026. For more information on the acquisition, please refer to the corporation's news release dated Dec. 17, 2025. About LSL Pharma Group Inc. LSL Pharma Group is a Canadian integrated pharmaceutical company specializing in the development, manufacturing and commercialization of high-quality sterile ophthalmic pharmaceutical products, as well as pharmaceutical, cosmetic and natural health products in solid, semi-solid and liquid dosage forms. Leveraging its technical expertise, certified facilities and experienced team, LSL Pharma delivers high-quality solutions that meet the highest industry standards. The companies that are part of the LSL Pharma Group are Steri-Med Pharma Inc., LSL Laboratory Inc., Virage Sante Inc., Dermolab Pharma Ltd. and Du-Var Laboratory Inc. We seek Safe Harbor.