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.
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