Lumiera Health Announces Proposed $600,000 Private Placement and Debt Settlement Agreement
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
[email protected]
SOURCE Lumiera Health Inc.
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