Mondias Announces Completion of Lumiera Health Acquisition
MONTREAL, Oct. 28, 2020 /CNW Telbec/ - Mondias Natural Products Inc. (TSXV: NHP) (the "Company" or "Mondias ") is pleased to announce that effective October 27, 2020, it completed its previously announced (here, and here) acquisition of Lumiera Health Innovation Inc. ("Lumiera"), a former subsidiary of Tetra Bio-Pharma Inc. ("Tetra") (the "Lumiera Acquisition"). The parties received conditional approval from the TSX Venture Exchange ("TSXV") for the Lumiera Acquisition and related matters described below. The Lumiera Acquisition and other transactions described herein remain subject to final approval by the TSXV.
Pursuant to the Lumiera Acquisition, and pursuant to the terms of a Share Exchange Agreement dated August 14, 2020, as amended by the parties on October 23, 2020, Mondias acquired Lumiera from Tetra and two minority shareholders for a purchase price of $1.3 million. The purchase price was satisfied by the issuance of 16,250,000 Mondias Common shares, at a price of $0.08 per share, being the closing price of the Common shares on the TSXV on the day prior to the initial announcement of the Lumiera Acquisition.
As conditions to the completion of the Lumiera Acquisition, Mondias also completed the following transactions:
Concurrent Financing
On October 27, 2020, Mondias completed a non-brokered private placement, raising gross proceeds in the amount of $514,615 through the issuance of 7,917,158 units (each a "Unit") of Mondias at a price of $0,065 per Unit. Each Unit was comprised of one (1) Common share of Mondias, and one (1) Common share purchase warrant (each a "Warrant"). Each Warrant is exercisable to acquire one (1) addition Common share of Mondias, at a price of $0.10 per share, for a period of thirty-six (36) months following closing. No finder's fees or commissions were paid in connection with the closing of the private placement.
All securities issued pursuant to the private placement are subject to a hold period of four months and one day from their date of issuance and as such are restricted from trading until February 28, 2021.
Debt Facility
Mondias, Tetra and a third party private lender ("Lender") entered into a $3 million non-convertible debt facility dated October 27, 2020 (the "Facility"), which amended the $3 million convertible debt facility that Lumiera and the Lender had previously entered into on August 27, 2020. A total of $2 million has been drawn from the Facility. The indebtedness under the Facility is represented by a note (the "Note") which bears interest at a rate equal to 15% per year and is guaranteed by a first-ranking security interest granted over the universality of assets of Mondias and Lumiera. The Note will come to maturity on February 27, 2022.
Name Change of Mondias
Mondias will also file articles of amendment to change its name to "Lumiera Health Inc. / Lumiera Santé Inc.", as approved by the shareholders at the annual and special meeting which was held earlier this year.
It is intended that the name change take effect at the open of market on or about October 29, 2020, subject to the approval of the TSXV and the issuance by the TSXV of the final exchange bulletin. 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.
As previously announced, Mondias intends to launch a new corporate website in due course.
About Mondias Natural Products Inc./ Lumiera Health 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.
About Lumiera Health Innovation Inc.
Lumiera is a Canadian-based natural health product company, aiming to help improve people's lives by delivering innovative health products inspired by nature. The company is developing and commercializing a unique portfolio of products acting on the endocannabinoid system and providing innovative solutions for chronic pain and inflammation. As a pioneer in the health and pain management innovation space, the Lumiera brand is rooted in the core brand 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 system.
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.
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 Mondias. All statements other than statements of historical fact may be forward-looking information. Such statements reflect Mondias' current views and intentions with respect to future events, and current information available to Mondias, and are subject to certain risks, uncertainties and assumptions. Such risks and uncertainties include, among others, the risk factors included in Mondias' annual management's discussion and analysis for the year ended November 30, 2019, 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 Mondias 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, Mondias 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 Mondias undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.
SOURCE Mondias Natural Products Inc.
Mondias Natural Products Inc., Mario Paradis, Chief Financial Officer, 514-641-0181, [email protected]
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