LSL PHARMA GROUP ANNOUNCES ACQUISITION OF JUNO OTC INC. AND A BROKERED PRIVATE PLACEMENT OF CONVERTIBLE DEBENTURES OF $11M

Executive Summary

• LSL Pharma Group entered a definitive LOI to acquire all outstanding shares of Juno OTC Inc. for a total purchase price of $5 million, payable in cash and common shares.
• Concurrently, the company announced a best‑efforts brokered private placement of unsecured convertible debentures totaling $11 million at $1,000 per debenture, bearing 10% interest and convertible at $0.45 per share.
• Proceeds from the offering will fund the acquisition, working capital, and general corporate purposes; Juno OTC is projected to generate approximately $25 million in revenue for 2026.

Key Details

• Acquisition Purchase Price: $5 M total
• $2.5 M cash at closing (expected Dec 23‑24 2025)
• $2 M worth of LSL Pharma Class “A” common shares calculated on the VWAP of the prior 20 trading days

• $0.5 M cash payable Jan 1 2027, subject to working‑capital adjustment

• Target Business: Juno OTC – >40 Health Canada‑approved OTC drugs, natural health products, and medical devices; anticipated 2026 revenue ≈ $25 M; expands LSL’s distribution network across Canadian pharmacy, grocery, mass‑market, and discount retailers.

• Financing – Convertible Debentures:

• Issue price: $1,000 per debenture
• Total gross proceeds: $11 M (11,000 debentures)
• Interest rate: 10.0% per annum
• Maturity: December 31 2029 (principal repayable in cash)

• Conversion price: $0.45 per common share (holder’s option)

• Placement Agent Fees & Warrants:

• Cash commission to agents: 6.0% of gross proceeds ($660,000)
• Broker warrants issued equal to 3.0% of the number of shares issuable upon conversion; exercisable for 24 months after closing.

• Reduced cash fee (2.0%) and no broker warrants for investors on a “president’s list” as agreed with agents.

• Closing Timeline:

• Offering expected to close on or about December 23 2025, subject to customary conditions and TSX‑V approvals.

• Statutory hold period: four months plus one day from the offering closing date.

• Use of Proceeds: Fund the Juno OTC acquisition, provide working capital, and support general corporate purposes.

• Regulatory & Shareholder Considerations: Completion of both the acquisition and the financing is conditional on definitive agreements, regulatory approvals (including TSX‑V), and satisfaction of customary closing conditions. Related‑party participation in the debenture offering will rely on exemptions under Regulation 61‑101; directors participating must abstain from voting on board approval.

Notable Quotes

• “This acquisition marks a new milestone for LSL Pharma by significantly increasing our overall revenue, adding a large and integrated product portfolio in the healthcare market… We look forward to working with the new and existing customers and manufacturers this acquisition will bring along.” – François Roberge, President & CEO, LSL Pharma Group.