- Strengthen the focus of the Company toward natural health
products base assets
- Cash transaction representing a non-dilutive financing of
$350,000
- Sale of the non-core asset Celext07, a natural biostimulant and
biopesticide with agricultural applications
- Right of first refusal on potential natural health products
developed by the buyer using Celext07
MONTREAL, Jan. 4, 2021 /CNW/ - Lumiera Health
Inc. (TSXV: NHP) (the "Company" or "Lumiera
"), today announces the signing of a binding term sheet pursuant to
which the Company will sell its non-core asset Celext07 to BioSun
Products Inc. ("Biosun") for a cash consideration of
$350,000 ("Proposed
Transaction") payable at closing. As part of the Proposed
Transaction, Lumiera also secured a right of first refusal on any
products that could be commercialized, on a worldwide basis, as a
natural health product.
The term sheet contemplates the negotiation and execution of a
definitive asset purchase agreement (the "Definitive
Agreement"), and the completion of the Proposed Transaction
with an effective date of January
1st, 2021, and remains subject to standard
customary closing conditions for similar transactions.
Biosun is a company controlled by Messrs. Robert Brouillette, André Rancourt and Guy Chamberland, who are
shareholders of Lumiera, each holding, directly or indirectly, more
than 10% of the common shares of Lumiera. As such, the
Proposed Transaction may be considered a "related party
transaction" within the meaning of Multilateral
Instrument 61–101 –Protection of Minority Security Holders in
Special Transactions ("MI 61–101"). The
Company has relied on exemptions from the formal valuation and
minority shareholder approval requirements of MI 61–101
contained in sections 5.5(a) and 5.7(1)(a) of MI 61–101
as neither the fair market value (as determined under MI 61-101) of
the subject matter of, nor the fair market value of the
consideration for, the Proposed Transaction, insofar as it involves
the related parties, exceeds 25% of the Company's market
capitalization (as determined under MI 61-101).
The Governance Committee of the Board of Lumiera, which is
composed exclusively of the three independent directors, has
approved the Proposed Transaction unanimously. In addition,
and as part of the Governance Committee's deliberations with
respect to the Proposed Transaction, the committee consulted with
its independent legal and financial advisors, including Blain,
Joyal, Charbonneau, S.E.N.C.R.L. ("BJC"). BJC assisted in,
among other things, preparing a valuation range for the Celext07
assets forming part of the Proposed Transaction.
"We are pleased to announce this transaction, as it enables
Lumiera to focus all efforts on our consumer business in the
natural health industry. Celext07 was a non-core asset for
Lumiera as it is primarily an agriculture-based product.
Monetizing this asset improves focus and helps Lumiera to move
forward on our mission to improve peoples' lives through
scientifically proven products, inspired by nature," commented
Kevin Roland, Chief Executive
Officer of Lumiera.
About Lumiera Health Inc.
Lumiera specializes in the development and commercialization 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. Lumiera also developing and commercializing
a unique portfolio of products acting on the endocannabinoid system
and providing innovative solutions for chronic pain and
inflammation. The Company is a pioneer in the health and pain
management innovation space and 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. Lumiera 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.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.
Forward-looking information
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 Lumiera. All statements other
than statements of historical fact may be forward-looking
information. Such statements reflect Lumiera' current views and
intentions with respect to future events, and current information
available to Lumiera, and are subject to certain risks,
uncertainties and assumptions. Such risks and uncertainties
include, among others, the risk factors included in Lumiera' 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 Lumiera 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, Lumiera 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 Lumiera undertakes no obligation to publicly update or
revise any forward-looking information, other than as required by
applicable law.
SOURCE Lumiera Health Inc.