MONTREAL, Nov. 18,
2022 /CNW/ - Lumiera Health Inc.
(TSXV: NHP) (the "Company" or "Lumiera "),
a company specializing in the development and commercialization of
natural health products, is announcing that it intends to sell, on
a private placement basis, up to 60,000,000 units (the "Units") at
a price of $0.01 per Unit, for gross
proceeds to the Company of up to $600,000. The issue price of the Units is equal
to the closing price of the Lumiera shares on the TSX Venture
Exchange on November 17, 2022.
The proceeds from the Private Placement will be used to support
operations, as well as to leverage key opportunities that will
accelerate growth.
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
$0.05 per share, for a period of
three years from the date of issuance.
The Company intends to include an acceleration clause in the
certificates representing the Warrants whereby the Company may
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 exceeds $0.08 for at least
10 consecutive trading days by providing written notice to the
warrant holders (the "Acceleration Notice"). The Warrants will,
unless exercised, expire on the 30th day after the Company provides
the Acceleration Notice.
At the Closing Date, the Company may pay to finders a commission
equal to 7.5% of the gross proceeds (the "Finder's Commission")
from the sale of Offered Securities to the identified parties,
and it may issue warrants of the Company (the "Finder's
Warrants") entitling to purchase a number of Units equal to 7.5% of
the aggregate number of Offered Securities sold to the identified
parties, at the same issue price as the Units. The final terms of
the Finders warrants will be confirmed prior to closing.
The offering is expected to close on or before December 16, 2022. 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.
Debt settlement agreement
Lumiera is announcing it has entered into a debt settlement
agreement with Lenders. Pursuant to the Debt Settlement Agreement
the Company anticipates that it will settle an aggregate of
approximately C$1,103,317.15 of debt
burden upon closing of the Debt Settlement through:
- $781,781.58 in cash;
- The issuing of 15,000,000; and
- A royalty equal to 5% of Lumiera's gross revenues until a total
of $150,000 has been paid.
The company is actively working toward a solution to meet its
obligation before the December
1st, 2022, deadline. There is no guaranty
the Company will be in a position to do so.
The closing of the debt settlement agreement 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.
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 commercializing a unique
topical product line acting on the endocannabinoid system, without
the use of cannabis, that provides an innovative solution for
chronic pain and inflammation. A pioneer in the natural health
innovation space, the Lumiera brand is rooted in the core values of
science, nature and compassion. Our goal is to make people's
lives better by developing natural health and wellness products
that are effective, safe and trustworthy.
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, 2021,
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.
For further information:
Lumiera Health
Inc.,
Simon Castonguay
Interim Chief Financial Officer
scastonguay@lumiera.ca
Related Links: www.lumiera.ca
SOURCE Lumiera Health Inc.