Closing of the Reverse Takeover Transaction With Laboratoire LSL Inc.
February 27 2023 - 7:00AM
LSL PHARMA GROUP INC. (TSXV : LSL) – LSL Pharma Group Inc.
(the “
Corporation” or “
LSL
Group”) (formerly Îledor Exploration Corporation) is
pleased to announce the results of its annual and special meeting
of shareholders held on January 31, 2023 (the
"
Meeting") and the closing on February 22, 2023
subject to the Final Exchange Bulletin, of the proposed Transaction
with LSL Laboratory Inc. ("
LSL Laboratory") and
the concurrent Private Placement (as such terms are defined below).
MEETING RESULTS
At the Meeting, the shareholders, by a majority
of votes, adopted resolutions to approve the Transaction and the
Private Placement, to elect and increase the number of directors of
the Corporation from three (3) to six (6), which are namely
François Roberge, Luc Mainville, Sylvain Aird, Alain Larochelle,
Pierre B. Lafrenière and Frank J. Dellafera, the appointment of
KPMG LLP as auditors of the Corporation and the approval of the
Stock Option Plan and the grant of stock options thereunder. Also,
the shareholders approved by special resolutions an amendment to
the Articles of Incorporation of the Corporation allowing for the
consolidation on a 25-to-1 basis of the Class A shares of the share
capital of the Corporation (the "Common Shares")
and to change the name of the Corporation to Groupe LSL Pharma Inc.
/ LSL Pharma Group Inc. Finally, the transfer of the listing of the
Common Shares to the TSX Venture Exchange (the
"Exchange") was also approved at the Meeting.
CLOSING – TRANSACTION AND PRIVATE
PLACEMENT
All of the foregoing being subject to the
issuance of the Final Exchange Bulletin, the Corporation is pleased
to announce the closing of the acquisition, pursuant to a Share
Purchase Agreement dated December 22, 2022, for a total
consideration of $47,662,300 of all of the outstanding shares and
securities of privately held LSL Laboratory by way of a reverse
takeover between the shareholders of privately held LSL Laboratory
and LSL Group (the "Transaction") and a concurrent
private placement for gross proceeds of $8,215,596.20 (the
"Private Placement"). The specific terms of the
Transaction and the Private Placement have been described in the
Proxy Circular dated December 29, 2022. Accordingly, (i) 68,089,000
Common Shares at a price of $0.70 per Common Share and 33,606,000
subscription rights (of which 35,179,000 Common Shares and 507,000
subscription rights, among which 500,000 of such rights are held by
Mr. François Roberge, are subject to escrow requirements) were
issued to the shareholders of LSL Laboratory, (ii) 1,575,000 Common
Shares at a price of $0.70 per Common Share were issued as a
commission in connection with the Transaction, (iii) 6,600,000
options to purchase the same number of Common Shares were granted
at an exercise price of $0.70 per share and valid for a period of
10 years from closing (of which a total of 5,750,000 options were
granted to the directors and officers of the resulting issuer) and
(iv) 11,736,566 units of $0.70 each were issued under the Private
Placement (of which 257,285 units were issued to insiders of the
resulting issuer from the Transaction). Each unit consists of one
(1) Common Share and one half (1/2) warrant. Each whole warrant
entitles the holder to acquire one (1) additional Common Share at a
price of $1.00 for a period of 18 months. iA Private Wealth Inc.
acted as independent agent in connection with the Private
Placement. A total of $463,972.89 in cash and 662,818 broker
warrants were paid as commissions, where each such broker warrant
entitles its holder to acquire one unit (on the same terms as the
units in the Private Placement) at a price of $0.70 each for a
period of 18 months from the closing date of the offering. The
Private Placement was conducted on the terms previously announced
by the Corporation and the securities issued under the Private
Placement are subject to a four-month and one-day resale
restriction period.
Groupe LSL Pharma Inc. / LSL Pharma Group Inc.
is the new name of the resulting issuer from the Transaction and
the 25-to-1 consolidation of the Common Shares is now effective.
The Common Shares of the Corporation will be listed on the TSXV
under the ticker symbol "LSL" on or about March 1, 2023, which is
after the issuance of the Final Exchange Bulletin. Following the
Transaction and the Private Placement, 82,226,435 Common Shares are
currently issued and outstanding. For more information, see the
Corporation's profile on www.sedar.com.
"The closing of this transaction by way of a
reverse takeover, as well as the change of name from Îledor
Exploration Corporation to LSL Pharma Group, is a major step in the
history of LSL Pharma Group. It is the result of the efforts of our
employees, partners and shareholders to make LSL Pharma Group a
leading company in the Canadian pharmaceutical industry. The
listing on the Exchange will enable the Corporation to accelerate
the pursuit of its corporate objectives of becoming a leader in the
development, manufacturing and distribution of high-quality natural
health products and ophthalmic sterile pharmaceuticals. In
addition, this will allow the Corporation to eventually diversify
its product offering in the life sciences field through organic
growth and potential strategic acquisitions. We will thus pursue
our objective of maximizing shareholder value," said Mr. François
Roberge, President and Chief Executive Officer.
"The Corporation is taking an important step in
its development. This transaction allows the Corporation to benefit
from new financial and strategic leverage which will contribute to
the achievement of its objectives," concluded Mr. Sylvain Richer,
Chief Financial Officer.
About LSL Group
The LSL Group is a Canadian integrated
pharmaceutical company specializing in the development, manufacture
and distribution of high-quality natural health products and
dietary supplements in solid dosage forms as well as high quality
sterile ophthalmic pharmaceutical products.
The TSX Venture Exchange Inc. has in no way
passed upon the merits of the proposed transaction. Neither TSX
Venture Exchange nor its Regulation Services Provider (as that term
is defined in policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
For more information, please
contact:
François Roberge, President and Chief Executive
Officer
Telephone: 514-664-7700
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