The TSX Venture Exchange has accepted for filing documentation with respect to a brokered private placement announced on Sept. 21, 2023.

Convertible debentures:  $3,288,000 total principal amount of unsecured convertible debentures

Conversion price:  The principal amount is convertible into common shares at a conversion price of 70 cents per share. If, at any time following the date that is 24 months from Nov. 1, 2023, for the preceding 20 consecutive trading days: (i) the daily volume weighted average trading price of the Class A shares on the 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 exchange 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, LSL Pharma Group Inc. will have the option to convert all of the principal amount outstanding of the debentures at the conversion price with at least 30 days of prior written notice.

Maturity date:  Oct. 31, 2028

Interest rate:  11 per cent per annum (the base rate) payable in cash semi-annually on the last day of April and October of each year, with the first interest payment to be paid on Oct. 31, 2024 (first interest payment date) (The interest will accrue from Nov. 1, 2023 (the initial closing date), up to the first interest payment date at the base rate, compounding semi-annually on the last day of April and October of each year (the interest period). The annual interest rate will be recalculated twice every year on April 30 and Oct. 31 of each year, starting April 30, 2025 (each an interest rate review date), until the maturity date, and shall be equal to the base rate less 100 basis points (1.0 per cent) for each business objective (as defined below) achieved (the amended base rate). Upon achievement of a business objective (as defined below), the amended base rate will be effective as of the following interest payment date of the debentures (after April 30, 2025) until the next interest payment date thereafter if business objective 3 (as defined below) is achieved or until the maturity date if a business objective 1 or 2 (as defined below) is achieved.)

Business objectives:  business objective 1: the obtention by the company of U.S. Food and Drug Administration (FDA) approval for its Steri-Med plant (one-time business objective); business objective 2: the completion by the company of the acquisition of a business, which: (i) complements the company's existing product offering and/or creates synergies with the company's existing business operations; and (ii) generated a minimum of $5.0-million (Canadian) in revenue during the last 12-month period preceding the acquisition (one-time business objective); or business objective 3: company generates a minimum of $30-million (Canadian) 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). With respect to business objective 3, the company's financial performance and revenue shall be calculated based on its audited financial statements and the company's EBITDA margin shall be calculated as EBITDA (not adjusted EBITDA), as calculated in its audited financial statements, divided by its revenue (the business objective 3, and the business objective 1 or 2 means the business objective other than business objective 3).

Early redemption:  Subject to regulatory approval and subject to any provisions of the debenture indenture, the company, at its option, shall have the right to redeem, either in whole at any time or in part from time to time before the maturity date (as defined below) by payment of money, the debentures at a price per debenture equal to: (i) 110 per cent of the principal amount plus accrued and unpaid interest if redeemed prior to Nov. 1, 2027; (ii) 102 per cent of the principal amount plus accrued and unpaid interest if redeemed on or after Nov. 1, 2027, but prior to the maturity date; or (iii) in the event redemption of the debentures is required to secure financing for a bona fide acquisition: (a) 105 per cent of the principal amount plus accrued and unpaid interest if redeemed prior to Nov. 1, 2024; (b) 104 per cent of the principal amount plus accrued and unpaid interest if redeemed on or after Nov. 1, 2024, but prior to Nov. 1, 2025, and (c) 102 per cent of the principal amount plus accrued and unpaid interest if redeemed on or after Nov. 1, 2025, but prior to the maturity date (the redemption price). If partial redemption of the debentures is carried out prior to the maturity date, the redemption price shall only apply to that portion of the principal amount of the debentures that is being redeemed.

For more information, please consult the debenture indenture dated Nov. 1, 2023, available on SEDAR+.

Number of placees:  322 placees

Total existing insider involvement:  $85,000 (one insider)

Total pro group involvement:  $20,000 (one pro group)

Agent's fee:  iA Capital Markets received as compensation $222,660 in cash and 318,085 broker warrants to purchase 318,085 common shares at a price of 70 cents per share for a period of 24 months.

The company has confirmed the closing of the private placement in news releases dated Nov. 1, 2023, and Dec. 8, 2023.