MONTREAL, Jan. 29, 2021 /CNW Telbec/ - Lumiera
Health Inc. (TSXV: NHP) (the "Company" or
"Lumiera "), is pleased to announce that effective on
January 1st, 2020, it has
completed its previously announced sale of its non-core asset
Celext07 to BioSun Products Inc. ("Biosun") for a cash
consideration of $350,000 received at
closing yesterday (the "Transaction"). As part of the
Transaction, Lumiera also secured a right of first consideration on
any products that could be commercialized, on a worldwide basis, as
a natural health product.
![Lumiera Health Inc. Logo (CNW Group/Mondias Natural Products Inc.) Lumiera Health Inc. Logo (CNW Group/Mondias Natural Products Inc.)](https://mma.prnewswire.com/media/1429111/Mondias_Natural_Products_Inc__Lumiera_Announces_Completion_of_th.jpg)
The Governance Committee of the Board of Lumiera, which is
composed exclusively of the three independent directors, has
approved the Transaction unanimously. In addition, and as
part of the Governance Committee's deliberations with respect to
the 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 Transaction.
"We are pleased to have this transaction completed and closed,
as it enables Lumiera to focus all efforts on our consumer business
in the natural health industry while improving our balance sheet by
monetizing this asset. Celext07 was a non-core asset for
Lumiera as it is primarily an agriculture-based product," commented
Kevin Roland, Chief Executive
Officer of Lumiera.
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).
Arrangement with Respect to Promotional and Investor
Relations Activities
In accordance with Policy 3.4 of the TSX Venture Exchange,
Lumiera also wishes to announce that on May
20, 2020, the Company terminated the agreement with
Woodcliff Capital Inc., a company owned by Mr. Andre Audet. The totality of the 1,260,000 stock
options have been forfeited on June 20,
2020.
About Lumiera Health Inc.
Lumiera specializes in the development and commercialization of
evidence-based botanical products for the healthcare industry. 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.
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 Mondias Natural Products Inc.