Mondias announces amendments to the terms of previously announced acquisition of Lumiera Health Innovation Inc.
MONTREAL, Oct. 23, 2020 /CNW Telbec/ - Mondias Natural Products Inc. (TSXV: NHP) (the "Company" or "Mondias ") announces that it has agreed to amend certain terms of its proposed acquisition of Lumiera Health Innovation Inc. ("Lumiera"), a wholly owned subsidiary of Tetra Bio-Pharma Inc. ("Tetra"), as previously announced on July 23, 2020 (here) (the "Proposed Transaction").
Proposed Transaction
Pursuant to the terms of an amended Share Exchange Agreement dated October 20, 2020 (the "Amended SEA"), Mondias and Tetra have agreed that Mondias will acquire Lumiera for a purchase price of $1.3 million. The purchase price will be satisfied by the issuance of 16,250,000 Mondias common shares using a stock price of $0.08 per share, being the closing price of the Common Shares on the TSX Venture Exchange ("TSXV") on the day prior to the initial announcement of the Proposed Transaction. The amount represents an increase of 250,000 common shares from the original amount, which is intended to compensate Tetra for the delays in closing the transaction and additional costs.
The completion of the Proposed Transaction remains subject to a number of closing conditions, including the approval of the Proposed Transaction by the Mondias shareholders. Such approval was obtained at the special and annual shareholders meeting of Mondias which was held on September 14, 2020, as announced here.
Other previously announced closing conditions were also amended in the Amended SEA as described below.
The Proposed Transaction remains subject to the approval of TSXV.
Private Placement
Mondias will be required to complete on or before the closing date of the Proposed Transaction an equity financing for gross proceeds of a minimum of $500,000 and a maximum of $1,000,000 through the issuance of units at an issue price of $0.065 (each a "Unit"). Each Unit will be comprised of one (1) Common share of Mondias, and one (1) Common share purchase warrant (each a "Warrant"). Each Warrant will be exercisable at a conversion price of $0.10 per Common share during a period of thirty-six (36) months following the date of issuance. Mondias has received subscriptions for the amount of $514,616 and expects to proceed with an initial closing of such amount.
Debt Facility
Mondias, Tetra and Third Party Private Lender Debt Facility ("Private Lender") have agreed to amend the $2 million convertible debt facility entered into between Lumiera and Private Lender on August 27, 2020 into a $3 million non-convertible debt facility (the « Amended Note") of which $2 million has been drawn. The Amended Note will bear interest at a rate equal to 15% per year and is guaranteed by a first-ranking hypothec granted over the universality of assets of Mondias and Lumiera. The Amended Note will come to maturity on April 23, 2022.
Name Change of Mondias
As an additional condition to the closing of the Proposed Transaction, Mondias will complete a corporate name change to Lumiera Health Inc. / Lumiera Santé Inc. The name change will take effect at the open of market on or about October 28, 2020, subject to the approval of the TSXV. The Common shares of Mondias will continue trading on the TSXV under the same ticker symbol "NHP". The Corporation's new CUSIP number will be 550254106 and the new ISIN will be CA5502541066.
Mondias intends to launch a new corporate website in due course.
All other terms of the Proposed Transaction remain unchanged, details of which were described in Mondias's press release of July 23, 2020.
The Company expects to close the Proposed Transaction on or about Tuesday, October 27, 2020.
About Mondias Natural Products Inc.
Mondias specializes in the commercialization and development of evidence-based botanical products for the healthcare and bio-agriculture. The Company sells both oral and topical botanical agents to help manage unmet medical needs through its Holizen Laboratories division. Mondias is also developing botanical-based specialty fertilizers for use on household plants, lawns and golf courses and in urban gardens, nurseries and greenhouses, in collaboration with McGill's Faculty of Agricultural and Environmental Sciences. For more information, visit: www.mondias.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.
SOURCE Mondias Natural Products Inc.
Mondias Natural Products Inc., Mario Paradis, Chief Financial Officer, 514-641-0181, [email protected]
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