MONTREAL, July 12, 2021 /CNW/ - Lumiera Health
Inc. (TSXV: NHP) (the "Company" or
"Lumiera "), a company specializing in the development
and commercialization of natural health products, is pleased to
announce that it has closed its previously announced non-brokered
private placement ("Private Placement"). The Private Placement
consisted of the issuance of 52,000,000 Units (the "Units") at a
price of $0.025 per Unit for gross
proceeds of $1.3 million.
Each Unit will consist of one common share in the capital of the
Company (each, a "Common Share") and one common share purchase
warrant (each, a "Warrant"), with each Warrant entitling the holder
to acquire one additional Common Share, at an exercise price of
$0.06 per share, for a period of four
years ending July 12, 2025. The
warrant term may be subject to adjustments upon certain customary
events including but not limited to an Acceleration Clause
("Acceleration Clause").
The Acceleration Clause contained in the Warrants allows the
Company to accelerate the expiry of these Warrants at any time
prior to the expiry date in the event the daily volume weighted
average trading price of the Common Shares of the Company on the
TSX Venture Exchange ("TSX-V") exceeds $0.12 for at least 10 consecutive trading days by
providing written notice to the warrant holders ("Acceleration
Notice"). The Warrants will, unless exercised, expire on the 30th
day after the Company provides the Acceleration Notice.
Insiders of the Company participated in the Private Placement
for an aggregate amount of $170,000.
Pursuant to Multilateral Instrument 61-101 Protection of Minority
Security Holders in Special Transactions ("MI 61-101"), the Private
Placement constitutes a "related party transaction" as insiders of
the Company subscribed for Units. The Company is relying on
exemptions from the formal valuation and minority 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 subscription of Units
pursuant to the Private Placement by related parties exceeds 25% of
the Company's market capitalization (as determined under MI
61-101). The Private Placement was approved by all of the
independent directors of the Company.
In connection with the Private Placement, Lumiera paid finders
fees of $58,875 in cash and issued
2,355,000 non-transferable Finder's Warrants ("Finder's Warrants")
to eligible finders in accordance with the policies of the TSX-V".
Each Finder's Warrant entitling the holder to purchase one common
share at a price of $ 0,06 for a
period of two years from closing.
The following Finder's Fees were paid in connection with the
Private Placement:
|
Cash
|
Finder
Warrants
|
IA Private
Wealth
|
$43,875
|
1,755,000
|
Primary Capital
Inc
|
$15,000
|
600,000
|
The net proceeds from the Private Placement are intended to
support the newly launched natural health products through a multi
faceted marketing campaign as well to support revenue growth and
general corporate purposes.
All securities issued in connection with the Private Placement
will be subject to statutory hold period of four months and one
day, expiring on November 13,
2021.
The closing of the private placement is subject to certain
standard conditions including, but not limited to, the receipt of
all necessary approvals including the acceptance of the TSX Venture
Exchange.
For more information about Lumiera, visit
www.lumiera.ca
About Lumiera Health
Lumiera specializes in the development and commercialization of
consumer products for the natural health industry. The Company
sells herbal tonics and natural supplements through its Holizen
Laboratories division, with a diverse portfolio including a line of
innovative sleep aids. The Company is also developing and
commercializing a unique range of products acting on the
endocannabinoid system and offering novel solutions for the
treatment of acute and chronic pain. A pioneer in innovation of
plant-based health solutions, the Lumiera brand is rooted in the
core 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
systems. 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, 2020,
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.
Related Links: www.lumiera.ca
SOURCE Mondias Natural Products Inc.