MONTREAL, Jan. 14,
2025 /CNW/ - Lumiera Health Inc. (NEX:
NHP.H) (the "Company" or "Lumiera"), a company
focused on developing and commercializing health and wellness
products, is pleased to announce that the Autorité des marchés
financiers (the "AMF") has granted a partial revocation
dated December 17, 2024 of the
failure-to-file cease trade order (the "FFCTO") issued
against the Company on April 8, 2024.
The FFCTO was imposed due to delays in filing certain continuous
disclosure documents. This partial revocation (the "Partial
Revocation Order") allows the Company to proceed with key
actions to address its regulatory obligations.
The Partial Revocation Order was pursued in order to settle
debts for a maximum of up to $1,025,625, including $820,340 with non-arm's length parties (the
"Shares for Debt Transaction"). The debt will be settled by
the issuance of up to 102,565,500 common shares (the
"Shares") of the Issuer at a price of $0.01 per Share.
Pursuant to the Partial Revocation Order, Lumiera has
successfully settled $638,199.65 of
outstanding debt by issuing an aggregate of 63,819,965 Shares to
certain creditors (each, a "Creditor"). Additionally, the
Company intends to complete a second tranche of the Shares for Debt
Transaction, subject to obtaining disinterested shareholder
approval for the debt settlement with certain creditors at a
special meeting scheduled for February 3,
2025, as required by the TSX Venture Exchange (the
"TSXV"). The participation of certain directors and officers
in the Shares for Debt Transaction will constitute a related party
transaction as defined under Multilateral Instrument 61-101
– Protection of Minority Security Holders in Special
Transactions ("MI 61-101"). The Company intends to
rely on the financial hardships exemptions from the formal
valuation and minority shareholder approval requirements of MI
61-101.
Prior to the closing of the Shares for Debt Transaction, Lumiera
will provide written notice to each Creditor that the Shares will
remain subject to the FFCTO until such time as a full revocation is
granted and that the granting of any partial revocation does not
guarantee the issuance of a full revocation order in the
future.
The purpose of the Shares for Debt Transaction is to obtain the
necessary funds to prepare and file all outstanding continuous
disclosure documents to subsequently apply for and obtain a full
revocation order.
Closing of the Shares for Debt Transaction is subject to
acceptance by the TSXV and other customary closing conditions. In
addition to any applicable resale restrictions under Canadian
securities laws, certain securities issued under the Shares for
Debt Transaction will be subject to a four-month resale restriction
imposed by the TSXV.
The Company also announces that Marie Bélanger has resigned from
the Company's board of directors, effective January 14, 2025. The board of directors and the
Company's management team would like to thank Marie Bélanger for
her valuable contributions to Lumiera.
About Lumiera Health
Lumiera specializes in developing and commercializing consumer
products for the natural health industry. Through its Holizen
Laboratories division, the Company offers a diverse portfolio of
herbal tonics and natural supplements, including an innovative line
of sleep aids. Additionally, Lumiera is introducing a unique
topical product line that targets the endocannabinoid system
without using cannabis, providing a novel solution for chronic pain
and inflammation. As a pioneer in natural health innovation, the
Lumiera brand is built on the core values of science, nature, and
compassion. The Company's mission is to enhance people's lives by
creating 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.
SOURCE Lumiera Health Inc.
