LSL PHARMA GROUP ANNOUNCES CLOSING OF THE ACQUISITION OF JUNO OTC AND FINAL $2M CLOSING OF UPSIZED $12M OFFERING

Executive Summary

• LSL Pharma Group completed the acquisition of Juno OTC Inc. for a total purchase price of $5 million, consisting of cash, shares, and a deferred cash balance.
• Concurrently, the company closed an upsized $12 million private placement, including a $2 million tranche of non-brokered convertible debentures, bringing total gross proceeds to $12 million.
• The acquisition involves an arm's length transaction subject to TSXV approval, with operational control of Juno OTC remaining with the Seller until January 1, 2026.

Key Details

• Acquisition Structure:
  • Target: Juno OTC Inc. (Toronto-based subsidiary of Juno Pharmaceuticals LP).
  • Total Purchase Price: $5,000,000.
  • Payment Terms:
    • $2,500,000 in cash paid on December 23, 2025.
    • 5,509,642 Class "A" common shares issued on the closing date.
    • $500,000 in cash payable on January 1, 2027 (subject to working capital adjustments).
  • Operational Control: Seller retains operational control and financial liability through December 31, 2025; Corporation assumes full control effective January 1, 2026.
  • Regulatory Status: Qualifies as an "Expedited Acquisition" under TSXV Policy 5.3; subject to final TSXV approval. Securities issued are subject to a 4-month and 1-day statutory hold period.
• Financing Details (Non-Brokered Private Placement):
  • Instrument: Unsecured convertible debentures.
  • Quantity: 2,000 Debentures.
  • Price: $1,000 per Debenture.
  • Gross Proceeds: $2,000,000.
  • Interest: 10.0% per annum, payable semi-annually in arrears.
  • Maturity: December 31, 2029.
  • Conversion: Convertible into Common Shares at a price of $0.45 per share.
  • Seller Subscription: Juno Pharmaceuticals LP subscribed for $1,500,000 of the debentures.
• Total Capital Raised:
  • Previous Brokered Offering: $10,000,000.
  • Current Non-Brokered Offering: $2,000,000.
  • Aggregate Gross Proceeds: $12,000,000.
• Target Business Profile: Juno OTC is a supplier in the Canadian private label consumer healthcare OTC market, holding required Health Canada licenses for importing and distribution.

Notable Quotes

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