Mr. François Roberge reports

LSL PHARMA GROUP ANNOUNCES BROKERED PRIVATE PLACEMENT OF CONVERTIBLE DEBENTURES OF UP TO $4,000,000

LSL Pharma Group Inc. has entered into an agreement with iA Capital Markets as the sole agent and sole bookrunner, in connection with a best efforts brokered private placement offering of up to $4-million in unsecured convertible debentures of the company at a price of $10 per convertible debenture, to raise aggregate gross proceeds between $2-million and $4-million.

The debentures will be convertible into Class A shares of the capital stock of the company at the option of the holder at any time prior to the close of business on the earlier of: (i) the last business day immediately preceding the maturity date, and (ii) the date fixed for redemption, at a conversion price of 70 cents per Class A share, subject to adjustment in certain events.

The debentures will mature five years from the closing date and accrue interest from the closing date at a rate of 11 per cent per annum (the base rate), compounded semi-annually on the last day of April and October of each year. Interest will be payable in cash semi-annually on the last day of April and October, with payments commencing April 30, 2025. The annual interest rate will be recalculated on April 30 of every year, starting April 30, 2025, and will be equal to the base rate less 100 basis points for each business objective achieved (as defined below).

Business objectives:

1. The company will obtain Food and Drug Administration approval for its Steri-Med plant (one-time business objective);
2. The company will complete the acquisition of a business that: (i) complements the company's existing product offering and/or will create synergies with the company's existing business operations; and (ii) generated a minimum of $5-million in revenue during the last 12-month period preceding the acquisition (one-time business objective);
3. The company will generate a minimum of $30-million of revenue with a 20-per-cent EBITDA (earnings before interest, taxes, depreciation and amortization) margin during the fiscal period preceding the interest rate review date (annual business objective).

If, at any time following the date that is 24 months from the closing date, for the preceding 20 consecutive trading days: (i) the daily volume-weighted average trading price of the Class A shares on the TSX Venture Exchange is greater than 175 per cent of the conversion price; and (ii) the average daily volume of the Class A shares traded on the TSX-V is no less than the number obtained when dividing the number of shares issued upon conversion of the total amount of debentures outstanding by 20, the company shall have the option to convert all of the principal amount outstanding of the debentures at the conversion price with at least 30 days prior written notice.

The agent further shall have the option, exercisable at any time up to two days prior to the closing of the offering, to increase the size of the offering by up to $1-million. Assuming the full exercise of the agent's option, the aggregate gross proceeds of the offering will be $5-million.

The net proceeds of the offering will be used for working capital, capital expenditures and for general corporate purposes.

For its services in connection with the offering, the company will pay to the agent: (i) a cash commission equal to 7 per cent of all gross proceeds raised in connection with the offering from purchasers not included on the president's list; (ii) a cash fee equal to 1 per cent of all gross proceeds raised in connection with the offering from purchasers identified by the company (the president's list); and (iii) broker warrants of the company equal to 7 per cent of the gross proceeds of the offering from purchasers not included on the president's list and 1 per cent of the gross proceeds of the offering from purchasers on the president's list divided by the conversion price, at an exercise price equal to the conversion price. The broker warrants will be exercisable to acquire one Class A share of the company for a period of 24 months from the date of issuance of the broker warrants.

The closing of the offering is subject to the company obtaining conditional approval to list the debentures on the TSX-V in addition to customary closing conditions and the receipt of all required regulatory approvals, including but not limited to the approval of the TSX-V. The securities issuable pursuant to this offering will be subject to a hold period as set out in National Instrument 45-102 -- Resale of Securities. The company and the agent are dealing at arm's length.

About LSL Pharma Group Inc.

LSL Pharma Group is a Canadian integrated pharmaceutical company specializing in the development, manufacturing and distribution of high-quality natural health products and dietary supplements in solid dosage forms, as well as high-quality sterile ophthalmic pharmaceutical products.

We seek Safe Harbor.