Acquisition of LSL Laboratory for Nearly $40 Million Dollars - Name Change - Consolidation - Announcement of a Concurrent Private Placement of Maximum $7 Million

VAL-D’OR, Québec, March 30, 2021 (GLOBE NEWSWIRE) -- ILEDOR EXPLORATION CORPORATION (ILE.H). (the “Corporation” or “Iledor”) is pleased to announce the signing of a letter of intent dated March 26, 2021, with the shareholders of LSL Laboratory Inc. (“LSL”) to acquire all of the outstanding shares and securities of LSL (the “LSL Shares”). Iledor will then change its name to LSL Pharma Group Corporation. The transaction will constitute a change in business within the meaning of the policies of the TSX Venture Exchange (the “Exchange”).  

LSL is a corporation with over 65 employees that develops, manufactures and distributes sterile ophthalmic and injectable pharmaceutical products as well as natural health products. LSL distinguishes itself from other companies in its sector by its solid network of partners and collaborators providing it with extensive expertise in the manufacturing and development of generic products as well as their marketing.

Concurrently with the purchase of LSL, Iledor intends to conduct a brokered private placement of a minimum of three million five hundred thousand dollars ($3,500,000) and a maximum of seven million dollars ($7,000,000) (the “Private Placement”) with several investors, subject to regulatory and Exchange approvals (the acquisition of LSL shares and the Private Placement collectively referred to as the “Transaction”).

Upon completion of the Transaction, there will follow a name change and a prior consolidation of the Class “A” shares of the capital stock of Iledor (the “Common Shares”) at a ratio of thirty (30) old outstanding shares for each (1) new Common Share (the “Consolidation”). This is subject to shareholder and Exchange approvals.

François Roberge, CEO of LSL, states “The acquisition by Iledor of LSL by way of a reverse takeover, as well as the change of name from Iledor to LSL Pharma Group Corporation marks an important step in the life of both corporations.” He added: “We are pursuing our mission to maximize shareholder value while sharing the value created with all those who contribute to it.”

Transaction

The Transaction will constitute an arm’s length acquisition within the meaning of applicable law and will be subject to a number of conditions precedent, including due diligence, completion of the minimum Private Placement and receipt of necessary regulatory, stock exchange and corporate approvals. All Iledor parties are dealing at arm’s length with respect to the assets and business of LSL.

Pursuant to the purchase agreement to be entered into for the Transaction, the Corporation has agreed to acquire the Shares of LSL for a consideration of up to thirty-nine million nine hundred and eighty-eight thousand five hundred and fifty dollars ($39,988,550) payable by the issuance of up to fifty-seven million one hundred and twenty-six thousand five hundred (57,126,500) Post-Consolidation Common Shares, being a deemed price of seventy cents ($0.70) per Common Share.

A finder's fee consisting of the issuance of 1,575,000 Post-Consolidation Common Shares will be payable to arm's length parties, subject to applicable securities regulations and Exchange approval.

Information on the Target Corporation LSL

LSL has plants located in La Pocatière and Upton where their dietary supplements and vitamins (in tablet and capsule form) and sterile ophthalmic and injectable pharmaceutical products are developed and manufactured. The business vision of LSL is to develop and manufacture products according to the highest quality standards for its Canadian and international customers.

Highlights:

• Dynamic team of professionals dedicated to growth (internal and external) with an innovative strategy in developing and marketing generic and sterile pharmaceutical products;
• Premises located in an industrial complex in Sainte-Anne-de-la-Pocatière with a surface area of approximately 7,500 square feet for the manufacturing of its generic natural health products. A move to a 25,000-square-foot facility with state-of-the-art technology is planned for fall 2021;
• Industrial building located in Upton for the manufacturing of its sterile ophthalmic and injectable products. The plant has a floor area of over 26,000 square feet and is built on 60,000 square feet of land; and
• Modern equipment capable of manufacturing, bottling and labelling natural products, including tablets and capsules, as well as manufacturing and bottling ointments, eye drops and injectable sterile products.

The proposed Transaction and Consolidation are expected to be completed by the second quarter ending June 30, 2021, of the Corporation's fiscal year or during the third quarter, subject to customary contractual terms. Further details and financial information will be provided in a future press release.

Financial Information

The following tables briefly describe certain unaudited financial information of LSL known to its management as of the date hereof, presented in Canadian dollars and prepared in accordance with International Financial Reporting Standards (IFRS).

For the twelve-month (12) period ended October 3, 2020:

For the three-month (3) quarterly period ended December 31, 2020:

Private Placement

Prior to the closing of the Transaction, the Corporation shall have completed a private placement for total minimum subscriptions of three million five hundred thousand dollars ($3,500,000) and a maximum of seven million dollars ($7,000,000). As part of the Private Placement, the Corporation will issue a minimum of five million (5,000,000) units and a maximum of ten million (10,000,000) units at a price of seventy cents ($0.70) per post-consolidation unit (“Unit”). Each Unit consisting of one (1) Post-Consolidation Common Share and one-half (½) warrant (“Warrant”). Each whole Warrant will entitle the holder thereof to purchase, for a period of eighteen (18) months following the issuance of the Unit, one (1) Post-Consolidation Common Share at a price of one dollar ($1.00) per Common Share.

In connection with the Private Placement, the resulting issuer may be required to pay a commission of up to six percent (6%) of the gross proceeds of the Private Placement, if any, to the intermediaries of such Private Placement, one half of which may be paid in Common Shares at a price of seventy cents ($0.70) per Share.

Each security and underlying security issued in connection with the Private Placement and as a commission will be subject to a four (4) month and one (1) day hold period from the closing date, subject to such additional escrow conditions or resale restrictions as may be required by securities laws or the Exchange.

The proceeds of the Private Placement and LSL’s current cash on hand will be used to finance business development, to increase production capacity at its two plants, for potential acquisitions of specialty pharmaceutical products and companies, and to increase its working capital and inventories.

Pro Forma Capitalization

Upon completion of the Transaction (including the Consolidation), sixty-nine million three hundred and eighty-nine thousand seven hundred and twenty-five (69,389,725) Common Shares (taking into account the completion of the maximum Private Placement) will be issued, of which six hundred and eighty-eight thousand two hundred and twenty-five (688,225) Post-Consolidation Common Shares of the resulting issuer will be outstanding and held by Iledor shareholders. It is expected that approximately thirty-four million (34,000,000) Post-Consolidation Common Shares of the resulting issuer, representing 49.00% of the Common Shares will be held directly or indirectly by the founders, management and employees, and the remaining Post-Consolidation Common Shares representing approximately 51.00% of the Common Shares will be held by shareholders from the public.

Finally, a maximum total number of six million eight hundred and fifty thousand (6,850,000) Options may be issued following the closing of the maximum Private Placement.

Proposed Officers and Directors of the Resulting Issuer:

Iledor is pleased to announce the appointment of the resulting issuer’s officers and directors, which will become effective upon completion of the Transaction:

François Roberge is President and Chief Executive Officer and director of LSL. Mr. Roberge, CPA, holds degrees in business administration and finance and has over 25 years of experience in finance and Mergers & Acquisitions of pharmaceutical companies and other industries. He served as Executive Vice President and Chief Financial Officer of Jamp Pharma Corporation for 8 years. A leader in his field, Mr. Roberge has, over the years, developed expertise in the manufacturing and marketing of pharmaceutical products.

Marc Rousseau is the Vice-President and Chief Financial Officer of LSL. Mr. Rousseau is the President of LVR Capital Inc., an investment company. In 2001, he joined the Business Development Bank of Canada as a Senior Business Development Manager, a position he held until LVR Capital Inc. was founded in September 2005. Mr. Rousseau has extensive board experience having been a member of numerous Board of Directors including that of Quantum Numbers Corp. (TSXV:QNC) since 2017 where he serves on the Audit Committee. He is currently the CFO of this corporation. He holds a Bachelor of Arts degree from Concordia University.

Jacques-André St-Pierre is the Vice President of Operations, Steri-Med division of LSL. He holds a Ph. D. in neuroscience from McGill University. He started working at LSL in 2009 and was, amongst other things, responsible for the manufacturing operations. Since July 2018 Mr. St-Pierre oversees Steri-Med operations at the Upton facilities.

Francis Racine is the Vice President of Operations, generic natural health products division of LSL. Mr. Racine holds a Bachelor’s degree in Biochemistry and a Master's degree in Biology from Université du Québec à Montréal. He joined LSL in 2015 as Manager of Quality Assurance. Mr. Racine is now responsible for all manufacturing operations of LSL at La Pocatière.

Upon completion of the Transaction, the board of directors of the resulting issuer will consist of a minimum of six (6) members, four of whom are announced today. In addition to Mr. Roberge, the following independent persons will be proposed:

Luc Mainville brings over 30 years of capital markets experience. He has led or has played an integral part in five IPOs/RTOs, has completed more than 25 public financings and managed over 50 licensing, M&A, and sale transactions. He currently serves as SVP and CFO for Valeo Pharma Inc. (CSE: VPH) as well as SVP and CFO for Ortho Regenerative Technologies Inc. (CSE: ORTH). Mr. Mainville has held many senior roles in the life science industry including interim CEO of Acerus Pharmaceuticals Corporation, SVP of Cardiome Pharma Corp., owner of Luma Life Inc., President & CEO of Neopharm Labs Inc., President and CEO of LAB Research Inc. (TSX) and CFO of Waratah Pharmaceuticals Inc. (TSXV). Finally, he has accumulated significant board experience with private and public companies having acted as president and board member. Prior to joining the life science sector, he was Partner with KPMG LLP. Mr. Mainville received his MBA from McGill University and his bachelor’s degree from Université du Québec à Montréal.

Sylvain Aird is a lawyer who has been acting as legal counsel for nearly 25 years, including 14 years with Boralex Inc. (TSX: BLX) a public renewable energy company with operations in North America and Europe. From September 2012 to June 2017, Mr. Aird served as Vice President Europe, Chief Legal Officer and Secretary at Boralex Inc. He also served as Vice President Business Development from June 2017 to March 2018. Over the course of his career, Mr. Aird has acted in multiple complex transactions and financings, both in Canada and abroad, and has acquired experience in mergers and acquisitions, financing, securities and corporate governance. Since April 2018, Mr. Aird has been working in securities for the firm Séguin Racine, Attorneys and sits on the board of directors of Terranueva Corporation (CSE: TEQ) as well Geekco Technologies Corporation (TSXV: GKO).

Alain Larochelle has been a director of Iledor since 2010. Since 2018, he is vice president at L.S.M. Son & Lumières Inc. (LSM Ambiocréateurs), a privately held company offering expertise in sound, lighting, video as well as new media solutions both nationally and internationally. From March 2000 to 2016, Mr. Larochelle held the position of Vice President and General Manager of Solotech Quebec Inc., a corporation operating in the entertainment and technical equipment supply sector with a global reach. Mr. Larochelle was also a director of Cagim Real Estate Corporation (TSXV) from January 2005 to May 2010.

Principal Conditions to the Closing of the Transaction

The principal conditions to the closing of the Transaction are: (i) approval of the Transaction, including the Consolidation and the name change, by the special meeting of the Corporation's shareholders; (ii) approval of the Transaction, including the Consolidation and the name change, by the Exchange; and (iii) completion of the Private Placement.

A request for exemptions from sponsorship will be made to the Stock Exchange.

Additional information will be provided in a future press release.

Completion of the Transaction is conditional upon, among other things, obtaining the consent of the Exchange and, if applicable, the approval of the disinterested shareholders. The Transaction may not close until the required shareholder approval has been obtained. There can be no assurance that the Transaction will be completed or that it will be completed in its proposed form.

Investors should be aware that, except for the information provided in the management proxy circular or registration statement to be prepared in connection with the Transaction, not all information published or received with respect to the proposed Transaction may be accurate or complete and, accordingly, investors should not rely on it. Trading in the securities of the Corporation should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.

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