LSL LSL Pharma Group Inc

LSL PHARMA GROUP INC. (TSXV: LSL) (the "Corporation" or "LSL Pharma"), a Canadian integrated pharmaceutical company, today announced the second and final tranche of its private placement financing of Units (as defined hereafter) for $3.8 million representing the second closing of the upsized $7.5 million non-brokered private placement announced on April 11, 2024 (the “Financing”). The second tranche follows an initial first closing of $2.7 million announced on March 19, 2024, bringing the total gross proceeds from the private placement to $6.5 million when combined with the previous closing.

Pursuant to the second tranche of the Financing, the Corporation has issued 9,485,000 units (the “Units”) at a price of $0.40 per unit for aggregate gross proceeds of $3,794,000. 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 Common Share (a “Warrant Share”) at a price of $0.70 for a period of 36 months following the closing of the Financing.

In connection with this Financing, the Corporation paid to a finder dealing at arm’s length with the Corporation, finders’ fees for a total of $30,000 in cash and issued 75,000 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 (the “Finder’s Warrants”).

Each issued Unit, Common Share, Warrant, Warrant Share, Finder’s Warrant and Common Share underlying the Finder’s Warrants will be subject to a four month hold period under the applicable securities laws. The Financing is subject to the final approval of the TSX Venture Exchange.

"This successful second tranche of financing will be used to increase production capacity by adding new equipment at each of the LSL Laboratories and Steri-Med Pharma plants, as well as helping to increase our working capital and for specific strategic purposes" said François Roberge, President and CEO of the Corporation. "With the conversion in Units of Corporation’s debts as previously announced on March 19, 2024, our balance sheet is stronger than ever," added Mr. Roberge.

Within this second tranche of the Financing, Alfera Pharmaceuticals, LLC, a company controlled by Frank DellaFera, a director of the Corporation (the “Subscriber”), has received 1,250,000 Units pursuant to the Financing for an aggregate subscription price of $500,000. Its direct or indirect holding, inclusive of Mr. DellaFera’s holding, on a non-diluted basis, was 0.04% prior to the Financing and reaches now 1.20% following the Financing while, on a partially diluted basis, was of 0.32% prior to the Financing and reaches now 2.57%. The board of directors of the Corporation has considered the issuance of the Units to the Subscriber 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 Frank DellaFera. This transaction is exempt from the formal valuation and minority shareholder approval requirements of Regulation 61-101 as the Corporation 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 Corporation's market capitalization. LSL Pharma did not file a material change report pertaining to the Subscriber'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 Corporation, but excluding Frank DellaFera, 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 Subscriber, were fair and equitable and represented the best strategic option available. In addition, neither the Corporation nor the Subscriber have knowledge of any material information concerning the Corporation or its securities that has not been generally disclosed.

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 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
Telephone: 514-664-7700
E-mail: Investors@groupelslpharma.com