LexaGene : OTCQB Cert

OTCQB Certification

I, Jeffrey Mitchell, Chief Financial Officerof LexaGene Holdings Inc.("the Company"), certify that:

1. The Company is registered or required to file periodic reporting with the SEC or is exempt from SEC registration as indicated below (mark the box below that applies with an "X"):

[☐]Company is registered under Section 12(g) of the Exchange Act [☒]Company is relying on Exchange Act Rule 12g3-2(b)

[☐]	Company is a bank that reports to a Bank Regulator under Section 12(i) of the Exchange Act
[☐]	Company is a bank that is non-SEC reporting but is current in its reporting to a Banking Regulator
[☐]	Company is reporting under Section 15(d) of the Exchange Act.
[☐]	Company is reporting under the Alternative Reporting Company Disclosure Guidelines
[☐]	Company is reporting under Regulation A (Tier 2)
[☐]	Other (describe)

1. The Company is current in its reporting obligations as of the most recent fiscal year end and any subsequent quarters, and such information has been posted either on the SEC's EDGAR system or the OTC Disclosure & News Service, as applicable.
2. The company is duly organized, validly existing and in good standing under the laws of Massachusetts, United States of Americain which the Company is organized or does business.
3. The share information below is for the primary OTCQB traded security as of the latest practicable date:

Trading Symbol		LXXGF
The data in this chart is as of:		08/22/2022
Shares Authorized	(A)	Unlimited
Total Shares Outstanding	(B)	138,678,623
Number of Restricted Shares1	(C)	0
Unrestricted Shares Held by Officers, Directors, 10% Control Persons & Affiliates	(D)	25,950,180
Public Float: Subtract Lines C and D from Line B	(E)	112,728,443
% Public Float: Line E Divided by Line B (as a %)2	(F)	81%
Number of Beneficial Shareholders of at least 100 shares3	(G)	104

1. Restricted Shares means securities that are subject to resale restrictions for any reason. Your transfer agent should be able to provide the total number of restricted securities.
2. Public Float means the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "10 percent Control Person"), or any Affiliates thereof, or any Family Members of officers, directors, and control persons. Family Member shall mean a Person's spouse, parents, children, and siblings, whether by blood, marriage or adoption, or anyone residing in such Person's home. OTCQB traded securities are required to have a freely traded public float of at least 10% of the shares outstanding unless an exemption applies.
3. Beneficial Shareholder means any person who, directly or indirectly has or shares voting power of such security or investment power, which includes the power to dispose, or to direct the disposition of, such security. OTCQB traded securities are required to have at least 50 beneficial shareholders unless an exemption applies.

OTC Markets Group Inc.

OTCQB Certification (v. 3.1 March 22, 2022)

5. Convertible Debt:

The following is a complete list of all promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer's equity securities that were issued or outstanding at any time during the last complete fiscal year and any interim period between the last fiscal year end and the date of this OTCQB Certification:

[☒]Check this box if there were no promissory notes, convertible notes, or other convertible debt arrangements issued or outstanding at any point during this time period.

Date of	Principal	Outstanding	Maturity	Conversion Terms	# Shares	# of	Name of Noteholder	Reason for
Note	Amount at	Balance ($)4	Date	(e.g., pricing	Converted	Potential	(entities must have	Issuance
Issuance	Issuance			mechanism for	to Date	Shares to be	individual with voting	(e.g., Loan,
	($)			determining		Issued Upon	/ investment control	Services,
				conversion of		Conversion5	disclosed).6	etc.)
				instrument to
				shares)

Total Outstanding	Total Shares:
Balance:

Use the space below to provide any additional details, including footnotes to the table above:

6. The following is a complete list of any law firm(s) and attorney(s) that acted as the Company's primary legal counsel in preparing its most recent annual report. Include the firm and attorney(s) name if outside counsel, or name and title if internal counsel. (If no attorney assisted in putting together the disclosure, identify the person(s) who prepared the disclosure and their relationship to the company.) Please also identify any other attorney, if different than the primary legal counsel, that assisted the company during the prior fiscal year on any matter including but not limited to, preparation of disclosure, press releases, consulting services, corporate action or merger assistance, etc.

McMillian LLP - Counsel / Attorney

1. The Outstanding Balance is to include accrued interest.
2. The total number of shares that can be issued upon full conversion of the Outstanding Balance. The number should not factor any "blockers" or limitations on the percentage of outstanding shares that can be owned by the Noteholder at a particular time. For purposes of this calculation, please use the current market pricing (e.g. most recent closing price, bid, etc.) of the security if conversion is based on a variable market rate.
3. International Reporting Companies may elect not to disclose the names of noteholders who are non-affiliates of the company. "Affiliate" is a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, an officer, a director, or a shareholder beneficially owning 10 percent or more of the Company's outstanding shares.

OTC Markets Group Inc.

OTCQB Certification (v. 3.1 March 22, 2022)

1. The following is a complete list of third-party providers, including firm names and addresses, and primary contact names, engaged by the Company, its officers, directors or controlling shareholders, at any time during the last complete fiscal year and any interim period between the last fiscal year end and the date of this OTCQB Certification, to provide investor relations services, public relations services, marketing, brand awareness, consulting, stock promotion, or any other related services to the Company. Please describe the services provided by each third-party provider listed below. If none, please state "None".
   None
2. Officers, Directors and 5% Control Persons:
   The following is a complete list of Officers, Directors and 5% Control Persons (control persons are beneficial owners of five percent (5%) or more of any class of the issuer's equity securities), including name, address, and number of shares owned. Preferred shares, options, warrants that can be converted into common shares within the next 60 days should be included in the shareholdings listed below. If any of the beneficial shareholders are corporate entities, provide the name and address of the person(s) owning or controlling such corporate entities.

Name (First, Last)	City and State	Number of Shares Owned	Percentage of Class of
	(and Country if outside US)	(list common, preferred, warrants	Shares Owned
		and options separately)
Meridian LGH	Dallas, Texas	18,500,000 Common Shares	13.34%
Holdings LLC1
Meridian LGH	Dallas, Texas	18,500,000 warrants	13.34%
Holdings LLC1
Dr. Jack Regan	Beverly, Massachusetts	6,745,589 Common Shares	4.86%
Dr. Jack Regan	Beverly, Massachusetts	481,000 Options < 60 Days	0.35%
Dr. Jack Regan	Beverly, Massachusetts	62,981 Warrants < 60 Days	0.05%
Jeffrey Mitchell	Beverly, Massachusetts	592,335 Common Shares	0.43%
Jeffrey Mitchell	Beverly, Massachusetts	370,625 Options < 60 Days	0.27%
Jeffrey Mitchell	Beverly, Massachusetts	75,577 Warrants < 60 Days	0.05%
Steven Armstrong	Beverly, Massachusetts	123,161 Common Shares	0.09%
Steven Armstrong	Beverly, Massachusetts	173,000 Options < 60 Days	0.12%
Thomas Slezak	Beverly, Massachusetts	33,750 Common Shares	0.02%
Thomas Slezak	Beverly, Massachusetts	460,000 Options < 60 Days	0.33%
Joseph Caruso	Beverly, Massachusetts	182,808 Common Shares	0.13%
Joseph Caruso	Beverly, Massachusetts	107,000 Options < 60 Days	0.08%
Joseph Caruso	Beverly, Massachusetts	50,385 Warrants < 60 Days	0.04%
Stephen	Beverly, Massachusetts	79,200 Options < 60 Days	0.06%
Mastrocola
Dr. Jane Sykes	Beverly, Massachusetts	25,000 Options < 60 Days	0.02%

Use the space below to provide any additional details, including conversion terms of any class of the issuer's equity securities:

1The beneficial owners of Meridian LGH Holdings LLC's equity interests are as follows: Curt Boisfontaine, Denis Boulle, Rick Brooks, James Carry, Calvin Clark, Michael Dowling, Ron Lewandowski, Steve Mayor, Brandon Parker, Brooke Parker, Larry Parker, David Ronck, Kathryn Sarpomg, Justin Simons, Roland Stewart, John Vandermer, and Robert Viere

9. Certification:

Date: 08/23/2022

Name of Certifying CEO or CFO: Jeffrey Mitchell

Title: CFO

OTC Markets Group Inc.

OTCQB Certification (v. 3.1 March 22, 2022)

Signature: /s/ Jeffrey Mitchell

(Digital Signatures should appear as "/s/ [OFFICER NAME]")

OTC Markets Group Inc.

OTCQB Certification (v. 3.1 March 22, 2022)