LXRandCo, Inc. announced a brokered private placement of 2,376 unsecured convertible debenture units at an issue price of CAD 1,000 per unit for the gross proceeds of CAD 2,376,000 on March 1, 2023. Each Debenture Unit is comprised of CAD 1,000 principal amount unsecured convertible debenture and 700 Class B share purchase warrants of the Company. The Convertible Debentures shall bear interest at a rate of 10% per annum from the closing date of the offering and shall mature on the date that is 36 months from the Closing Date.

The outstanding principal amount of each Convertible Debenture shall be convertible at the option of the holder thereof into Class B shares of the Company at a conversion price of CAD 0.12 per Class B Share at any time prior to close of business on the last business day immediately preceding the Maturity Date. If, at any time following the date that is eighteen months from the Closing Date, the daily volume weighted average trading price of the Class B Shares on the Toronto Stock Exchange is greater than CAD 0.16 per Class B Share for the preceding 10 consecutive trading days, the Company shall have the option to convert all of the principal amount of the then outstanding Convertible Debentures at the Conversion Price with at least 30 days' prior written notice. Each whole Warrant shall be exercisable to acquire one Class B Share at an exercise price of CAD 0.16 per Class B Share for a period of 24 months from the Closing Date.

If, at any time following the date that is four months from the Closing Date and prior to the expiry date of the Warrants, the daily volume weighted average trading price of the Class B Shares on the TSX is greater than CAD 0.20 per Class B Share for the preceding 10 consecutive trading days, the Company shall have the option to accelerate the expiry date of the Warrants with at least 30 days' prior written notice. The Company will pay the agents a cash commission equal to 7% of the gross proceeds of the transaction, which cash commission is reduced to 3.5% for gross proceeds from Debenture Units sold to purchasers under a president's list, which list is to be pre-agreed to between the Corporation and the agents. Additionally, the Company will issue such number of Class B share purchase warrants to the agents as equal to 7% of the gross proceeds of the transaction divided by the Conversion Price, which number is reduced to 3.5% for gross proceeds from Debenture Units sold to purchasers under a President's List.

Each whole Agent Warrant shall be exercisable to acquire one Class B Share at an exercise price of CAD 0.12 per Class B Share for a period of 24 months from the Closing Date. The maximum number of Class B Shares issuable upon conversion of the Convertible Debentures and exercise of the Warrants and Agent Warrants will not, in the aggregate, exceed 25% of the issued and outstanding Class B Shares before giving effect to the transaction. Insiders are expected to participate in the transaction under the President's List to acquire up to an aggregate of 950 Debenture Units.

The maximum number of Class B Shares issuable upon conversion of the Convertible Debentures and exercise of the Warrants issued to such insiders shall not exceed 10% of the issued and outstanding Class B Shares before giving effect to the transaction. The securities issued in connection with the transaction will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation. Closing of the transaction is subject to receipt of all necessary regulatory approvals, including the approval of the Toronto Stock Exchange, and is anticipated to occur on or about March 30, 2023.