GIBRALTAR & COMPANY, INC. ANNOUNCES ACQUISITION OF DEBENTURE UNITS OF LXRANDCO, INC.

TORONTO, March 31, 2023 /CNW/ - Gibraltar & Company, Inc. ("GCI") announced today that pursuant to a brokered private placement (the "Transaction") of LXRandCo, Inc. (the "Corporation") which closed on March 30, 2023, it has acquired an aggregate of 300 unsecured debenture units of the Corporation (the "Debenture Units") at a price of $1,000 per Debenture Unit, for aggregate consideration to the Company of $300,000.

Each Debenture Unit is comprised of (i) one $1,000 principal amount unsecured convertible debenture (a "Convertible Debenture") and (ii) 700 Class B share 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.

Prior to the completion of the Transaction, GCI owned 10,449,778 Class B Shares, or 11.43% of the then issued and outstanding Class B Shares, Gibraltar Opportunity, Inc. ("GOI") owned 1,051,664 Class B Shares, or 1.15% of the issued and outstanding Class B Shares, Gibraltar Ventures Fund One Limited Partnership ("Ventures") owned 5,802,714 Class B Shares, or 6.35% of the then issued and outstanding Class B Shares, Gibraltar Brands Inc. ("GBI") owned 625,000 Class B Shares, or 0.68% of the then issued and outstanding Class B Shares and Mr. Camillo di Prata owned 7,053,143 Class B Shares or 7.71% of the then issued and outstanding Class B Shares. Prior to the completion of the Transaction, GCI and its affiliates (consisting of GOI, GBI and Ventures) together with Mr. Camillo di Prata owned an aggregate of 24,982,299 Class B Shares, or 27.33% of the then issued and outstanding Class B Shares. Prior to the completion of the Transaction, the Corporation had a total of 91,425,499 Class B shares outstanding.

Following completion of the Transaction, GCI owned 10,449,778 Class B Shares, 300 Debenture Units and 210,000 Warrants, or 12.83% of the issued and outstanding Class B Shares such that, in the aggregate, GCI and its affiliates (consisting of GOI, GBI and Ventures) together with Mr. Camillo di Prata owned 24,982,299 Class B Shares, 300 Convertible Debentures and 210,000 Warrants which represent 27.00% of the issued and outstanding Class B Shares, assuming the full conversion and exercise of the Convertible Debentures and Warrants, respectively. Assuming the full conversion and exercise of the Convertible Debentures and Warrants, The Corporation would have a total of 102,581,666 Class B Shares outstanding.

GCI acquired the Class B Shares pursuant to the Transaction for investment purposes. Each of GCI, GBI, Ventures, GOI and Mr. Camillo di Prata depending on market conditions and other factors, may from time to time acquire additional securities of the Corporation, or dispose of securities of the Corporation in the open market, or by private agreement or otherwise. All of the calculations of percentages of issued and outstanding Class B Shares in this press release are calculated on a non-diluted basis unless otherwise indicated.

The Company's head office is located at 7399 Saint-Laurent Blvd, Montréal, Québec, H2R 1W7.

Certain information contained in this news release may be forward-looking statements within the meaning of Canadian securities laws. Forward-looking statements are often, but not always identified by the use of words such as "expect", "anticipate", "believe", "foresee", "could", "estimate", "goal", "intend", "plan", "seek", "will", "may" and "should" and similar expressions or words suggesting future outcomes. This news release includes forward looking information and statements pertaining to, among other things, potential future acquisitions or dispositions of securities of the Corporation by GCI, GBI, GOI, Ventures and Mr. Camillo di Prata. Numerous risks and uncertainties could cause the actual events and results to differ materially from the estimates, beliefs and assumptions expressed or implied in the forward-looking statements.

An early warning report with additional information in respect of the foregoing matters will be filed to, and will be available on, the SEDAR profile of LXRandCO, Inc. at www.SEDAR.com.

To obtain a copy of the early warning report you may contact:
Mr. Camillo di Prata
416-843-5347
Gibraltar & Company, Inc.
100 Adelaide Street West, Suite 2810
Toronto, Ontario  M5H 1S3

SOURCE Gibraltar & Company, Inc.