- Allowing Tetra to focus on its core business of developing
proprietary and scientifically validated cannabinoid-based
medicines to relieve symptoms associated with advanced cancer pain,
chronic pain (cancer and non-cancer pain) and ophthalmic
disease.
- Significantly expands addressable markets, positioning Mondias
to play broader role in natural health products industry
- Complementary businesses with practically no product
overlap
MONTREAL, July 23, 2020 /CNW/ - Mondias Natural
Products Inc. (TSXV: NHP) (the "Company" or
"Mondias") specializing in evidence-based natural products
for the healthcare and bio-agriculture markets and Tetra Bio-Pharma
Inc. (TSX: TBP) ("Tetra") today announce the signing of a
binding letter of intent pursuant to which the Company will acquire
all of the issued and outstanding shares of its subsidiary Lumiera
Health Innovation Inc. ("Lumiera"), a company providing
natural health products and over-the-counter products for the
chronic pain and inflammation markets (the "Proposed
Transaction"). Mondias will acquire Lumiera for a purchase
price that is based on a projected revenue valuation of the Lumiera
business, with a minimum purchase price of $1 million and a maximum purchase price of
$1.5 million that will be finalized
at the time of entering into a definitive agreement. The purchase
price for the Proposed Transaction will be satisfied by the
issuance of Mondias common shares using a stock price of
$0.08 per share being the closing
price of the Mondias common shares on the TSX Venture Exchange
("TSXV") the day prior to this press release. It would
represent a minimum of 12,500,000 and a maximum of 18,750,000
common shares respectively. Based on the actual issued and
outstanding common shares, it will represent between 16.5% and 23%
of the Company upon closing, without considering all the
liabilities conversion in common shares as described below.
The letter of intent contemplates the negotiation and execution
of a binding definitive agreement (the "Definitive
Agreement"), and completion of the Proposed Transaction remains
subject to a number of closing conditions, some of which are
customary, including the approval of the Proposed Transaction by
the Mondias shareholders, the signature by Lumiera of a convertible
debenture facility for aggregate gross proceeds of approximately
$2 million, on terms satisfactory to
Lumiera and Tetra, which facility will be assumed by Mondias upon
closing of the Proposed Transaction, the completion by Mondias of
an equity financing for gross proceeds of at least three hundred
and fifty thousand dollars
($350k) to finance the development of
the Lumiera natural health products, including the Holizen brand,
and the new sleep aid product BazzicsTM, the conversion
of preferred shares, certain debentures, loans and fees of Mondias
in Mondias common shares upon closing of the Proposed Transaction
and the receipt of regulatory approvals including that of the TSXV.
Subject to meeting the closing conditions, the Proposed Transaction
is expected to close on or about September
14th, 2020.
The Proposed Transaction is highly complementary and further
positions Mondias for success by adding new clinically proven
solutions in natural health products as well as a pain relief
solution in larger addressable markets (North America and Worldwide). Lumiera also
comes with an experienced team in pharmaceutical and natural
products commercialization (manufacturing, sales & marketing,
commercial operations), as well as with products in
commercialization phases assorted with an attractive products
pipeline.
"Lumiera offers a scalable solutions platform, with a broad
range of product development capabilities within the global topical
pain relief market valued at $7.5B
with a projected value of $13.2B in
2025 (Pain Management Drug Report,
2018) ," highlighted Mario Paradis, CFO of Mondias. "The acquisition
combined with the debt financing will allow us to play a much
broader role in the customer value chain, leveraging our collective
capabilities with an expanded set of offerings. It also opens up an
important window on innovation and enhances our capabilities to
develop new nutraceutical products."
Kevin Roland, CEO of Lumiera
said, "We are delighted with this exciting development by which we
will be delivering additional value in a rapidly developing field,
to our shareholders. To have achieved this will be a credit to the
whole team".
"We are thrilled that the Lumiera business will have an
opportunity to grow much faster in the hands of a team focused on
the natural healthcare products. This transaction will enable
Mondias to expand its addressable markets to play a broader role in
natural health products industry which will ultimately benefit all
stakeholders" commented Bill Cheliak
, Chairman of the board of directors of Tetra.
The proposed transaction may be considered as non-arm's length
under the policies of the TSXV due to the fact that Mr.
Guy Chamberland, the CEO and Chief
Regulatory Officer as well as a director of Tetra, also owns,
through his holding company, more than 10% of the common shares of
Mondias. Mr. Chamberland is not a director or officer of
Lumiera or Mondias, and he did not participate in the negotiations
of the letter of intent on behalf of Tetra or Mondias. In
addition, Mr. Chamberland will not vote the shares of Mondias held
by his holding company in connection with the shareholders'
resolution to approve the transaction that will be proposed at the
upcoming meeting. In addition, on behalf of Tetra, the
proposed transaction was approved by the members of the board of
directors of Tetra who had no interest in the proposed transaction
and Mr. Chamberland recused himself from the deliberations and
from the approval of the proposed transaction. There is no
finder fee payable in regard of this transaction. Both of the
companies will comply with the TSXV policies and rules under the
TSX Company Manual, as applicable.
Financial information about Lumiera
As of April 30, 2020, the total
assets was $42,086, total liabilities
of $26,081, shareholder equity
including a loan from the parent company of $16,005. There was no revenues for the five-month
period ended April 30, 2020 and the
net loss for the five-month period was $245,904. All these numbers were not audited.
Lumiera main assets consists of intangible assets and intellectual
property of new clinically proven solutions in natural health
products as well as a pain relief solution in larger addressable
markets. Lumiera also comes with an experienced team in
pharmaceutical and natural products commercialization
(manufacturing, sales & marketing, commercial operations), as
well as with products in commercialization phases assorted with an
attractive products pipeline.
About Mondias Natural Products Inc.
Mondias specializes in the commercialization and development of
evidence-based botanical products for the healthcare,
bio-agriculture and organic markets. 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, commercial greenhouses and to indoor cannabis growers,
in collaboration with McGill's Faculty of Agricultural and
Environmental Sciences. For more information, visit:
www.mondias.ca
About Lumiera Inc.
Lumiera Health Innovation 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 Lumiera.ca
About Tetra Bio-Pharma
Tetra Bio-Pharma (TSX-V: TBP) (OTCQB: TBPMF) is a
biopharmaceutical leader in cannabinoid-based drug discovery and
development with a Health Canada approved, and FDA reviewed and
approved, clinical program aimed at bringing novel prescription
drugs and treatments to patients and their healthcare providers.
The Company has several subsidiaries engaged in the development of
an advanced and growing pipeline of Bio Pharmaceuticals, Natural
Health and Veterinary Products containing cannabis and other
medicinal plant-based elements. With patients at the core of what
we do, Tetra Bio-Pharma is focused on providing rigorous scientific
validation and safety data required for inclusion into the existing
bio pharma industry by regulators, physicians and insurance
companies.
For more information visit: www.tetrabiopharma.com
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 statements
Some statements in this release may contain forward-looking
information. All statements, other than statements of historical
fact, that address activities, events or developments that the
Company believes, expects or anticipates will or may occur in the
future (including, without limitation, statements regarding
potential acquisitions and financings) are forward-looking
statements. Forward-looking statements are generally identifiable
by the use of the words "may", "will", "should", "continue",
"expect", "anticipate", "estimate", "believe", "intend", "plan" or
"project" or the negative of these words or other variations on
these words or comparable terminology. Forward-looking statements
are subject to a number of risks and uncertainties, many of which
are beyond the Company's or Tetra's ability to control or predict,
that may cause the actual results of the Company to differ
materially from those discussed in the forward-looking statements.
Factors that could cause actual results or events to differ
materially from current expectations include the Company's and
Tetra's inability to completed the Proposed Transaction, Tetra's
ability to enter into a convertible debenture facility or
other credit facility for aggregate gross proceeds of approximately
$2 million, on terms satisfactory to
Lumiera and Tetra, Company's inability to raise capital in the
market to finance the development of the Lumiera natural health
products, including the Holizen brand, and the new sleep aid
product BazzicsTM, Company's inability to obtain
sufficient financing to execute its business plan; competition;
regulation; anticipated and unanticipated costs and delays; the
success of the Company's research and development strategies; the
ability to obtain orphan drug status; the applicability of the
discoveries made; the successful and timely completion and
uncertainties related to the regulatory approval process; the
timing of clinical trials; the timing and outcomes of regulatory or
intellectual property decisions; and other risks disclosed in the
Company's public disclosure record on file with the relevant
securities regulatory authorities. Although the Company has
attempted to identify important factors that could cause actual
results or events to differ materially from those described in
forward-looking statements, there may be other factors that cause
results or events not to be as anticipated, estimated or intended.
Readers should not place undue reliance on forward-looking
statements. The forward-looking statements in this news release are
made as of the date of this news release, and the Company does not
undertake any obligation to publicly update them to reflect new
information or subsequent events or otherwise except as required by
applicable securities legislation.
SOURCE Tetra Bio-Pharma Inc.