MONTREAL, Oct. 23, 2020 /CNW Telbec/ - Mondias Natural
Products Inc. (TSXV: NHP) (the "Company" or "Mondias ")
announces that it has agreed to amend certain terms of its proposed
acquisition of Lumiera Health Innovation Inc. ("Lumiera"), a wholly
owned subsidiary of Tetra Bio-Pharma Inc. ("Tetra"), as previously
announced on July 23, 2020 (here)
(the "Proposed Transaction").
Proposed Transaction
Pursuant to the terms of an amended Share Exchange Agreement
dated October 20, 2020 (the "Amended
SEA"), Mondias and Tetra have agreed that Mondias will acquire
Lumiera for a purchase price of $1.3
million. The purchase price will be satisfied by the
issuance of 16,250,000 Mondias common shares using a stock price of
$0.08 per share, being the closing
price of the Common Shares on the TSX Venture Exchange ("TSXV") on
the day prior to the initial announcement of the Proposed
Transaction. The amount represents an increase of 250,000
common shares from the original amount, which is intended to
compensate Tetra for the delays in closing the transaction and
additional costs.
The completion of the Proposed Transaction remains subject to a
number of closing conditions, including the approval of the
Proposed Transaction by the Mondias shareholders. Such approval was
obtained at the special and annual shareholders meeting of Mondias
which was held on September 14, 2020,
as announced here.
Other previously announced closing conditions were also amended
in the Amended SEA as described below.
The Proposed Transaction remains subject to the approval of
TSXV.
Private Placement
Mondias will be required to complete on or before the closing
date of the Proposed Transaction an equity financing for gross
proceeds of a minimum of $500,000 and
a maximum of $1,000,000 through the
issuance of units at an issue price of $0.065 (each a "Unit"). Each Unit will be
comprised of one (1) Common share of Mondias, and one (1) Common
share purchase warrant (each a "Warrant"). Each Warrant will be
exercisable at a conversion price of $0.10 per Common share during a period of
thirty-six (36) months following the date of issuance.
Mondias has received subscriptions for the amount of $514,616 and expects to proceed with an initial
closing of such amount.
Debt Facility
Mondias, Tetra and Third Party Private Lender Debt Facility
("Private Lender") have agreed to amend the $2 million convertible debt facility entered into
between Lumiera and Private Lender on August
27, 2020 into a $3 million
non-convertible debt facility (the « Amended Note") of which
$2 million has been drawn. The
Amended Note will bear interest at a rate equal to 15% per year and
is guaranteed by a first-ranking hypothec granted over the
universality of assets of Mondias and Lumiera. The Amended Note
will come to maturity on April 23,
2022.
Name Change of Mondias
As an additional condition to the closing of the Proposed
Transaction, Mondias will complete a corporate name change to
Lumiera Health Inc. / Lumiera Santé Inc. The name change will take
effect at the open of market on or about October 28, 2020, subject to the approval of the
TSXV. The Common shares of Mondias will continue trading on the
TSXV under the same ticker symbol "NHP". The Corporation's new
CUSIP number will be 550254106 and the new ISIN will be
CA5502541066.
Mondias intends to launch a new corporate website in due
course.
All other terms of the Proposed Transaction remain unchanged,
details of which were described in Mondias's press release of
July 23, 2020.
The Company expects to close the Proposed Transaction on or
about Tuesday, October 27, 2020.
About Mondias Natural Products Inc.
Mondias specializes in the commercialization and development of
evidence-based botanical products for the healthcare and
bio-agriculture. The Company sells both oral and topical botanical
agents to help manage unmet medical needs through its Holizen
Laboratories division. Mondias is also developing botanical-based
specialty fertilizers for use on household plants, lawns and golf
courses and in urban gardens, nurseries and greenhouses, in
collaboration with McGill's Faculty of Agricultural and
Environmental Sciences. For more information, visit:
www.mondias.ca
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE Mondias Natural Products Inc.