LSL PHARMA GROUP CLOSES $10M OF UPSIZED $12M BROKERED OFFERING AND ENTERS INTO DEFINITIVE AGREEMENT FOR THE ACQUISITION OF JUNO OTC
BOUCHERVILLE, QC, Dec. 23, 2025 /CNW/ - LSL PHARMA GROUP INC. (TSXV: LSL) (The "Corporation" or " LSL Pharma"), a Canadian integrated pharmaceutical company, is pleased to announce that it has completed the closing of an initial tranche of its previously announced brokered private placement offering (the "Brokered Offering") of unsecured convertible debentures (the "Debentures") for total gross proceeds of $10,000,000 (the "Offering"). The Brokered Offering was led by Bloom Burton Securities Inc. (the "Lead Agent") on behalf of a syndicate including Research Capital Corporation and Leede Financial Inc. (collectively with the Lead Agent, the "Agents"). The Debentures were issued at a price of $1,000 per Debenture, for $10,000,000 in gross proceeds. The Debentures bear interest at 10.0% per annum, payable semi-annually in arrears, and mature on December 31, 2029 at which time the aggregate principal amount of the Debentures is repayable in cash. The principal amount of each Debenture is convertible into common shares of the Corporation (the "Common Shares") at a conversion price of $0.45 per Common Share.
The Offering has been upsized from the previously announced $11,000,000 to $12,000,000. The final $2,000,000 will close on a non-brokered basis concurrently with the Acquisition (as defined below).
The Brokered Offering was conducted pursuant to the terms of an agency agreement dated December 23, 2025 among the Corporation and the Agents (the "Agency Agreement"). In accordance with the terms of the Agency Agreement, in consideration for their services, the Agents received a total cash commission of $440,000 and a total of 400,000 broker warrants (the "Broker Warrants"). The Broker Warrants are exercisable for 24 months following the Offering Closing Date (as defined below) entitling the holder thereof to acquire one Common Share at a price of $0.45 per Common Share.
The Offering closed on December 23, 2025 (the "Offering Closing Date"). All securities issued pursuant to the Offering are subject to a statutory hold period expiring four months plus a day from the Offering Closing Date in accordance with applicable securities legislation.
A portion of the net proceeds of the Offering will be used for the Acquisition (defined below), and the remainder of the net proceeds will be used for working capital and for general corporate purposes.
Noureddine Mokaddem (the "Insider"), a director of the Corporation, participated in the Offering and purchased an aggregate of 4,000 Debentures for gross proceeds of $4,000,000 (which securities are subject to a hold period expiring April 24, 2026, in accordance with the policies of the TSXV and applicable securities laws). The Insider's participation is considered a related party transaction within the meaning of Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions ("Regulation 61-101"). Such Insider's participation is exempt from the formal valuation and minority shareholder approval requirements of Regulation 61-101 pursuant to sections 5.5(b) and 5.7(1)(a) of Regulation 61-101, as the Corporation is not listed on any of the exchanges or markets outlined in subsection 5.5(b) of Regulation 61-101, and the fair market value of the securities distributed to the Insider did not exceed 25% of the Corporation's market capitalization.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this news release in the United States. Such securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and, accordingly, may not be offered or sold within the United States, or to or for the account or benefit of persons in the United States or "U.S. Persons", as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.
Share Purchase Agreement for the Acquisition of Juno OTC Inc.
In connection with the completion of the Offering, the Corporation has entered into a share purchase agreement with Juno Pharmaceuticals LP (the "Seller") and Juno OTC Inc. ("Juno OTC") for the acquisition (the "Acquisition") from the Seller of all of the outstanding shares of Juno OTC, a Toronto based wholly owned subsidiary of the Seller, for a total purchase price of $5 million. The Corporation expects the Acquisition to close on or around December 23, 2025, at which point the Corporation will have full legal ownership of all outstanding shares of Juno OTC. The Seller will retain operational control of Juno OTC, including responsibility for all financial liabilities and business obligations, through December 31, 2025, with the Corporation assuming full control effective January 1, 2026. For more information on the Acquisition, please refer to the Corporation's news release dated December 17, 2025.
About Juno OTC Inc.
Juno OTC is a leading supplier in the Canadian private label consumer healthcare OTC market providing key Canadian retailers with core product offerings under the retailers' own recognized private label brands and strategic new opportunities to build the mutual business. With a very strong legacy in this market, Juno OTC is recognized for providing the highest quality products along with a track record of partnership with these Canadian retailers to build their overall presence and success in consumer healthcare. Juno OTC has all required Health Canada licenses for importing and distributing these products along with tremendous expertise in all areas of Regulatory and Quality Assurance that is required for the Canadian market.
About LSL Pharma Group Inc.
LSL Pharma Group Inc. is a Canadian integrated pharmaceutical company specializing in the development, manufacturing and commercialization of high-quality sterile ophthalmic pharmaceutical products, as well as pharmaceutical, cosmetic and natural health products in solid, semi-solid and liquid dosage forms. Leveraging its technical expertise, certified facilities, and experienced team, LSL Pharma delivers high-quality solutions that meet the highest industry standards. The companies that are part of the LSL Pharma Group are Steri-Med Pharma Inc., LSL Laboratory Inc., Virage Santé Inc., Dermolab Pharma Ltd. and Du-Var Laboratory Inc. For more information, please visit our website at www.groupelslpharma.com.
Cautionary Note Regarding Forward-Looking Statements
This press release may contain forward-looking statements as defined under applicable Canadian securities legislation. Forward looking statements include estimates and statements that describe the Corporation's future plans, objectives or goals, including words to the effect that the Corporation or management expects a stated condition, belief, estimate or opinion, or result to occur. Forward- looking statements may be identified by the use of forward-looking terminology such as "may", "will", "expect", "intend", "estimate", "believe", "aim", "plan" "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, potential changes in market conditions and the anticipated closing date of the Acquisition.
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.
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.
SOURCE Groupe LSL PHARMA INC.