LXRandCO ANNOUNCES CLOSING OF BROKERED PRIVATE PLACEMENT OF DEBENTURE UNITS

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MONTREAL, March 30, 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 the closing of the brokered private placement of unsecured convertible debenture units of the Company (the "Debenture Units") previously announced on March 1, 2023 (the "Private Placement") led by Stifel Nicolaus Canada Inc. ("Stifel GMP"), acting as lead agent, together with a syndicate of agents (the "Agents"), pursuant to which the Company issued 1,235 debenture units (each, a "Debenture Unit") for gross proceeds of $1,235,000.

Each Debenture Unit is comprised of (i) one $1,000 principal amount unsecured convertible debenture (a "Convertible Debenture") and (ii) 700 Class B share ("Class B Share") purchase warrants of the Company (each, a "Warrant"). The Convertible Debentures bear interest at a rate of 10.0% per annum from the closing date of the offering (the "Closing Date"), and shall mature on March 30, 2026, the date that is 36 months from the Closing Date (the "Maturity Date").

The outstanding principal amount of each Convertible Debenture is convertible at the option of the holder thereof into 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 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 has 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 is 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.

In consideration for their services, the Company has paid the Agents a cash commission of 7.0% of the gross proceeds realized by the Company in respect of the sale of the Debenture Units, excluding the gross proceeds received from the sale of the Debenture Units to purchasers under a president's list (the "President's List"). The cash commission paid to the Agents on the gross proceeds from purchasers under the President's List was 3.5%. In addition to the cash commission, the Company also issued to the Agents 487,083 Class B Share purchase warrants of the Company (the "Agent Warrants") which will expire 24 months from the Closing Date, to purchase an additional 487,083 Class B Shares at the Conversion Price. The number of Agents Warrants is equal to the sum of 7.0% of the gross proceeds of the Private Placement from purchasers not under the Purchaser's List and 3.5% of the gross proceeds of the Private Placement from purchaser's under the Purchaser's List, divided by the Conversion Price.

The net proceeds of the Private Placement will be used for working capital and for general corporate purposes.

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 Debentures and the Warrants will not be listed on any exchange.

Further to the Company's press release on March 1, 2023, and March 28, 2023, Gibraltar & Company, Inc. Eric Graveline, a director of the Company and Groupe Colsa Inc. (a company controlled by Javier San Juan, a director of the Company) are related parties of the Company (the "Insider Participants") which have purchased Debentures Units in the Private Placement and, as such, the Private Placement constitutes a related party transaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Investments ("MI 61-101"). The Company is relying on the exemption from the formal valuation requirement in Section 5.5(a) of MI 61-101 and the exemption from the minority approval requirement in Section 5.7(1)(a) of MI 61-101 based on the board of directors of the Company having determined, that the fair market value of the securities subscribed for by "interested parties" (as defined under MI 61-101), or the consideration paid for such securities, does not exceed 25% of the Company's market capitalization before giving effect to the Private Placement. The Company anticipates it will file a material change report less than 21 days before the closing of the Private Placement. This shorter period is reasonable and necessary in the circumstances as the Company wanted to complete the Private Placement as expeditiously as possible and definitive information with respect to insider participation has only become recently available. Information regarding the effect of the Private Placement on the shareholdings of the Insider Participants is provided below.

Immediately prior to closing of the Private Placement, Gibraltar & Company, Inc. beneficially owned, controlled or directed, directly or indirectly, 17,929,156 Class B Shares, representing approximately 19.6% of the aggregate issued and outstanding Class B Shares on a non-diluted basis. In addition, immediately prior to closing of the Private Placement, Camillo di Prata, a director and the chief executive officer of the Company and an insider of Gibraltar, beneficially owned, controlled or directed, directly or indirectly, approximately 7,053,143 Shares, representing approximately 7.7% of the aggregate issued and outstanding Class B Shares on a non-diluted basis and Valerie Sorbie, a director and the chair of the Company and an insider of Gibraltar, beneficially owned, controlled or directed, directly or indirectly, approximately 2,613,143 Class B Shares or approximately 2.9% of the aggregate issued and outstanding Class B Shares on a non-diluted basis. Gibraltar & Company, Inc. acquired 300 Debenture Units under the Private Placement, representing approximately 24.3% of the 1,235 Debenture Units issued pursuant to the Private Placement. Ms. Sorbie and Mr. di Prata did not purchase any Debenture Units personally. Upon closing of the Private Placement, Gibraltar & Company, Inc. beneficially owns, controls or directs, directly or indirectly, approximately $300,000 principal amount of Debentures and 210,000 Warrants, representing approximately 20.1% of the aggregate issued and outstanding Class B Shares on a partially diluted basis (assuming full conversion of the Debentures and full exercise of the Warrants issued under the Private Placement into Class B Shares).

Immediately prior to closing of the Private Placement, Groupe Colsa Inc. (a company controlled by Javier San Juan) beneficially owned, controlled or directed, directly or indirectly, 1,200,000 Class B Shares, representing approximately 1.3% of the aggregate issued and outstanding Class B Shares on a non-diluted basis. Groupe Colsa Inc. acquired 50 Debenture Units under the Private Placement, representing approximately 4.1% of the 1,235 Debenture Units issued pursuant to the Private Placement. Upon closing of the Private Placement, Mr. San Juan beneficially owns, controls or directs, directly or indirectly, approximately $50,000 principal amount of Debentures and 35,000 Warrants, representing approximately 1.6% of the aggregate issued and outstanding Class B Shares on a partially-diluted basis (assuming full conversion of the Debentures and full exercise of the Warrants issued under the Private Placement into Class B Shares).

Immediately prior to closing of the Private Placement, Eric Graveline beneficially owned, controlled or directed, directly or indirectly, 6,707,643 Class B Shares, representing approximately 7.34 % of the aggregate issued and outstanding Class B Shares on a non-diluted basis. Mr. Graveline acquired 150 Debenture Units under the Private Placement, representing approximately 12.2% of the 1,235 Debenture Units issued pursuant to the Private Placement. Upon closing of the Private Placement, Mr. Graveline is expected to beneficially own, control or direct, directly or indirectly, approximately $150,000 principal amount of Debentures and 105,000 Warrants, representing approximately 7.9% of the aggregate issued and outstanding Class B Shares on a partially-diluted basis (assuming full conversion of the Debentures and full exercise of the Warrants issued under the Private Placement into Shares).

The Private Placement was considered and unanimously approved by the board of directors of the Company. There was no contrary view or abstention by any director approving the Private Placement. The Insider Participants were not present in the final deliberations and did not participate in the approval process.

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 Company's intended use of proceeds from 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 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 the Company 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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