LSL LSL Pharma Group Inc

LSL PHARMA GROUP INC. (TSXV: LSL, LSL.DB) (the "Corporation" or "LSL Pharma"), a Canadian integrated pharmaceutical company, announced that it has met the closing conditions of a non-brokered private placement for $1,5 million representing the first closing of the private placement financing announced on June 5, 2024 (the “Financing”).

Pursuant to the Financing, the Corporation has issued 3,727,000 units (the “Units”) at a price of $0.40 per unit for aggregate gross cash proceeds of $1,490,800 out of a maximum of $3.0 million (7.5 million Units). Each Unit consists of one class A share of the Corporation (a “Common Share”) and one Common Share purchase warrant (a “Warrant”). Each Warrant entitles the holder, subject to adjustments in certain cases, to purchase one (1) Common Share (a “Warrant Share”) at a price of $0.70 for a period of 24 months following the closing of the Financing. The proceeds of the Financing will be used to further expand production capacity at each of the LSL Laboratory and Steri-Med Pharma plants and for general working capital purposes.

“We are encouraged by the sustained interest in our Company as demonstrated by the continued demand from new investors to participate in our financings” said Francois Roberge, President and CEO of the Corporation. “LSL Pharma is experiencing continuous organic growth as well as expansion of its operations following the recent acquisition of Virage Santé. This financing will help us maintain a healthy balance sheet as we continue executing our growth plan”, added Mr. Roberge.

In connection with this Financing, the Corporation paid to finders dealing at arm’s length with the Corporation, finders’ fees for a total of $37,790 in cash and issued 94,475 finders’ warrants. Each Finder’s Warrant entitles the holder to purchase one (1) Common Share at a price of $0.70 for a period of 18 months following the closing of the Financing.

Each issued Unit, Common Share, Warrant, Warrant Share, Finder’s Warrant and Common Share issued upon the exercise of the Finder’s Warrant will be subject to a four month hold period under the applicable securities laws. The Financing is subject to the regulatory approvals, including the TSX Venture Exchange.

Within this first tranche of the Financing, Mario Paradis, a director of the Company (the “Insider”), has received 250,000 Units pursuant to the Financing for an aggregate subscription price of $100,000. Its direct or indirect holding, on a non-diluted basis, was nil prior to the Financing and reaches now 0.22% following the Financing while, on a partially diluted basis, was of 0.13% prior to the Financing and reaches now 0.35%, approximately. The board of directors of the Company has considered the issuance of the Units to the Insider as a related party transaction subject to Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions (the “Regulation 61-101”) and has unanimously approved the issuance but excluding Mario Paradis. This transaction is exempt from the formal valuation and minority shareholder approval requirements of Regulation 61-101 as the Company is listed on the TSX Venture Exchange and the fair market value of any security issued to, or the consideration paid, does not exceed 25% of the Company's market capitalization. LSL Pharma did not file a material change report pertaining to the Insider’s interest more than 21 days prior to the date of the closing of the Financing, as such interest was not determined at that time. The board members of the Company, but excluding Mario Paradis, reviewed its financial conditions and the state of the financial market and unanimously determined that the terms and conditions of the Financing, including the issuance to the Insider, were fair and equitable and represented the best strategic option available. In addition, neither the Company nor the Insider have knowledge of any material information concerning the Company or its securities that has not been generally disclosed.

INVESTOR RELATIONS

As announced on June 11, 2024, LSL Pharma had engaged Red Cloud Securities (“Red Cloud”) to provide market stability and liquidity services. LSL Pharma confirms that Red Cloud will use its own funds or securities for the market-making activities and Adam Smith will be responsible for the trading activities. It is further confirmed that Red Cloud and/or its clients have and may acquire interests, directly or indirectly, in the securities of LSL Pharma.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements as defined under applicable Canadian securities legislation. Forward-looking statements can generally be identified by the use of forward-looking terminology such as "may", "will", "expect", "intend", "estimate", "continue" or similar expressions. Forward-looking statements are based on a number of assumptions and are subject to various known and unknown risks and uncertainties, many of which are beyond the Corporation's ability to control or predict, that could cause actual results or performance to differ materially from those expressed or implied in such forward-looking statements. These risks and uncertainties include, but are not limited to, those identified in the Corporation's filings with Canadian securities regulatory authorities, such as legislative or regulatory developments, increased competition, technological change and general economic conditions. All forward-looking statements made herein should be read in conjunction with such documents.

Readers are cautioned not to place undue reliance on forward-looking statements. No assurance can be given that any of the events referred to in the forward-looking statements will transpire, and if any of them do, the actual results, performance or achievements of the Corporation may differ materially from those expressed or implied by the forward-looking statements. All forward-looking statements contained in this press release speak only as of the date of this press release. The Corporation does not undertake to update these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

ABOUT LSL PHARMA GROUP INC.

LSL Pharma Group Inc. is an integrated Canadian pharmaceutical company specializing in the development, manufacturing, and commercialization of high-quality sterile ophthalmic pharmaceuticals, as well as natural health products in solid dosage forms. For further information, please visit the following website www.groupelslpharma.com.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

CONTACT

François Roberge        
President and Chief Executive Officer
(514) 664-7700        
E-mail: Investors@groupelslpharma.com

OR

Luc Mainville
Executive VP & Chief Financial Officer
(514) 664-7700 ext.: 301
E-mail : lmainville@groupelslpharma.com