LXRandCO ANNOUNCES BROKERED PRIVATE PLACEMENT OF DEBENTURE UNITS

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./

MONTREAL, March 1, 2023 /CNW/ - LXRandCo, Inc. ("LXR" or the "Company") (TSX: LXR) (TSX: LXR.WT), a digital-first omni-channel retailer of authenticated pre-owned luxury handbags and accessories, is pleased to announce a brokered private placement (the "Private Placement") led by Stifel Nicolaus Canada Inc. ("Stifel GMP"), acting as lead agent, together with a syndicate of agents, of up to 2,376 unsecured convertible debenture units of the Company (the "Debenture Units"), for gross proceeds of up to $2,376,000.  The net proceeds of the offering will be used for working capital and for general corporate purposes.

Each Debenture Unit is comprised of (i) one $1,000 principal amount unsecured convertible debenture (a "Convertible Debenture") and (ii) 700 Class B share purchase warrants of the Company (each, a "Warrant"). The Convertible Debentures shall bear interest at a rate of 10.0% per annum from the closing date of the offering (the "Closing Date"), and shall mature on the date that is 36 months from the Closing Date (the "Maturity 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 (the "Class B Shares"), at a conversion price of $0.12 per Class B Share (the "Conversion Price"), 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 (18) months from the Closing Date, the daily volume weighted average trading price of the Class B Shares on the Toronto Stock Exchange ("TSX") is greater than $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 $0.16 per Class B Share (the "Exercise Price") 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 $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 Private Placement, 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 (the "President's List"). Additionally, the Company will issue such number of Class B share purchase warrants to the agents (the "Agent Warrants") as equal to 7% of the gross proceeds of the Private Placement 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 $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 Private Placement. Insiders are expected to participate in the Private Placement 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 Private Placement.

Closing of the Private Placement 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.

The securities issued in connection with the Private Placement 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. The Convertible Debentures, the Warrants and the Agent Warrants will not be listed on any exchange.

On October 20, 2022, LXR announced it was undertaking a strategic review process to assess the best course of action for the Company's next phase of development and growth. The Company retained Stifel GMP as its exclusive financial advisor to help assess and more fully explore the strategic alternatives available to it, which included the possibility of raising of growth capital, a sale or merger of the Company or an acquisition by the Company. Following the review process, the Company has determined its best path forward is to continue executing on its strategic plan and further optimize its operations by raising growth capital.

This press release is not an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws.

LXRandCo is a socially responsible, digital-first omni-channel retailer of authenticated pre-owned luxury handbags and personal accessories. Since 2010, we have been providing consumers with authenticated branded luxury products by promoting their reuse and providing an environmentally responsible way for consumers to purchase luxury products. We achieve this through our digital-first strategy by selling directly to consumers through our website at www.lxrco.com and indirectly, by powering the e-commerce and other platforms of key channel partners. Our omni-channel model is also supported by retail 'shop-in-shop' experience centers and by wholesale activities with select retail partners across North America. 

Certain statements in this press release are prospective in nature and constitute forward-looking information and/or forward-looking statements within the meaning of applicable securities laws (collectively, "forward-looking statements"). Forward-looking statements generally, but not always, can be identified by the use of forward-looking terminology such as "outlook", "objective", "may", "could", "would", "will", "expect", "intend", "estimate", "forecasts", "project", "seek", "anticipate", "believes", "should", "plans" or "continue", or similar expressions suggesting future outcomes or events and the negative of any of these terms. Forward-looking statements in this news release include, but are not limited to, statements regarding the anticipated proceeds from the Private Placement, the Company's intended use of proceeds from the Private Placement, the participation of insiders in the Private Placement, and the expected closing date of the Private Placement. Forward-looking statements reflect management's current beliefs, expectations and assumptions and are based on information currently available to management, which includes assumptions about management's historical experience, perception of trends and current business conditions, expected future developments and other factors which management considers appropriate. With respect to the forward-looking statements included in this press release, management has made certain assumptions with respect to, among other things, the Company's ability to meet its future objectives and strategies, the Company's ability to achieve its future projects and plans and that such projects and plans will proceed as anticipated, as well as assumptions concerning the satisfaction of all conditions of closing to the Private Placement, including receipt of all necessary regulatory and stock exchange approvals, and the successful completion of the Private Placement within the anticipated timeframe, general economic and market growth rates, currency exchange and interest rates and competitive intensity.

Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the future circumstances, outcomes or results anticipated or implied by such forward- looking statements will occur or that plans, intentions or expectations upon which the forward-looking statements are based will occur.

All forward-looking statements included in and incorporated into this press release are qualified by these cautionary statements. Unless otherwise indicated, the forward-looking statements contained herein are made as of the date of this press release, and except as required by applicable law, the Company does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Readers are cautioned that the actual results achieved may vary from the information provided herein and that such variations may be material. Consequently, there are no representations by LXRandCo that actual results achieved will be the same in whole or in part as those set out in the forward-looking statements.

SOURCE LXRandCo, Inc.

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