MONTREAL, Oct. 28, 2020 /CNW Telbec/ - Mondias Natural
Products Inc. (TSXV: NHP) (the "Company" or "Mondias ")
is pleased to announce that effective October 27, 2020, it completed its previously
announced (here, and here) acquisition of Lumiera Health Innovation
Inc. ("Lumiera"), a former subsidiary of Tetra Bio-Pharma Inc.
("Tetra") (the "Lumiera Acquisition"). The parties received
conditional approval from the TSX Venture Exchange ("TSXV") for the
Lumiera Acquisition and related matters described below. The
Lumiera Acquisition and other transactions described herein remain
subject to final approval by the TSXV.
Pursuant to the Lumiera Acquisition, and pursuant to the terms
of a Share Exchange Agreement dated August
14, 2020, as amended by the parties on October 23, 2020, Mondias acquired Lumiera from
Tetra and two minority shareholders for a purchase price of
$1.3 million. The purchase price was
satisfied by the issuance of 16,250,000 Mondias Common shares, at a
price of $0.08 per share, being the
closing price of the Common shares on the TSXV on the day prior to
the initial announcement of the Lumiera Acquisition.
As conditions to the completion of the Lumiera Acquisition,
Mondias also completed the following transactions:
Concurrent Financing
On October 27, 2020, Mondias
completed a non-brokered private placement, raising gross proceeds
in the amount of $514,615 through the
issuance of 7,917,158 units (each a "Unit") of Mondias at a price
of $0,065 per Unit. Each Unit was
comprised of one (1) Common share of Mondias, and one (1) Common
share purchase warrant (each a "Warrant"). Each Warrant is
exercisable to acquire one (1) addition Common share of Mondias, at
a price of $0.10 per share, for a
period of thirty-six (36) months following closing. No
finder's fees or commissions were paid in connection with the
closing of the private placement.
All securities issued pursuant to the private placement are
subject to a hold period of four months and one day from their date
of issuance and as such are restricted from trading until
February 28, 2021.
Debt Facility
Mondias, Tetra and a third party private lender ("Lender")
entered into a $3 million
non-convertible debt facility dated October
27, 2020 (the "Facility"), which amended the $3 million convertible debt facility that Lumiera
and the Lender had previously entered into on August 27, 2020. A total of $2 million has been drawn from the Facility. The
indebtedness under the Facility is represented by a note (the
"Note") which bears interest at a rate equal to 15% per year and is
guaranteed by a first-ranking security interest granted over the
universality of assets of Mondias and Lumiera. The Note will come
to maturity on February 27, 2022.
Name Change of Mondias
Mondias will also file articles of amendment to change its name
to "Lumiera Health Inc. / Lumiera Santé Inc.", as approved by the
shareholders at the annual and special meeting which was held
earlier this year.
It is intended that the name change take effect at the open of
market on or about October 29, 2020,
subject to the approval of the TSXV and the issuance by the TSXV of
the final exchange bulletin. 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.
As previously announced, Mondias intends to launch a new
corporate website in due course.
About Mondias Natural Products Inc./ Lumiera Health
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.
About Lumiera Health Innovation
Inc.
Lumiera is a Canadian-based natural health product company,
aiming to help improve people's lives by delivering innovative
health products inspired by nature. The company is developing and
commercializing a unique portfolio of products acting on the
endocannabinoid system and providing innovative solutions for
chronic pain and inflammation. As a pioneer in the health and
pain management innovation space, the Lumiera brand is rooted in
the core brand values of science, nature and compassion.
Passionate about making people feel better, we deliver trustworthy
and scientifically proven solutions that work with the body's own
system.
For more information visit www.Lumiera.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.
Certain statements contained in this press release constitute
"forward-looking information" as such term is defined in applicable
Canadian securities legislation. The words "may", "would", "could",
"should", "potential", "will", "seek", "intend", "plan",
"anticipate", "believe", "estimate", "expect" and similar
expressions indicate such "forward-looking
information" as they relate to Mondias. All statements other
than statements of historical fact may be forward-looking
information. Such statements reflect Mondias' current views and
intentions with respect to future events, and current information
available to Mondias, and are subject to certain risks,
uncertainties and assumptions. Such risks and uncertainties
include, among others, the risk factors included in Mondias' annual
management's discussion and analysis for the year ended
November 30, 2019, which is available
under the issuer's SEDAR profile at www.sedar.com. Material
factors or assumptions were applied in providing forward-looking
information. Many factors could cause the actual results,
performance or achievements that may be expressed or implied by
such forward-looking information to vary from those described
herein should one or more of these risks or uncertainties
materialize. Should any factor affect Mondias in an unexpected
manner, or should assumptions underlying the forward-looking
information prove incorrect, the actual results or events may
differ materially from the results or events predicted. Any such
forward-looking information is expressly qualified in its entirety
by this cautionary statement. Moreover, Mondias does not assume
responsibility for the accuracy or completeness of such
forward-looking information. The forward-looking information
included in this press release is made as of the date of this press
release and Mondias undertakes no obligation to publicly update or
revise any forward-looking information, other than as required by
applicable law.
SOURCE Mondias Natural Products Inc.