Lumiera Health announces closing of $1.3 Million private placement
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 Lumiera Health Inc.
Lumiera Health Inc., Simon Castonguay, Interim Chief Financial Officer, 514-880-7772, [email protected]
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