Tetra Bio Pharma Announces Divestiture of Lumiera Health Innovation Inc.

Rhea-AI Summary

Tetra Bio-Pharma has finalized the divestiture of its subsidiary, Lumiera Health Innovation, to Mondias Natural Products for CAN$1.3 million in stock. The transaction involved a share exchange of 16,250,000 Mondias shares. Additionally, a CAN$2 million convertible debt facility has been amended to a CAN$3 million non-convertible debt facility with a 15% annual interest rate, guaranteed by Tetra's shares from the transaction. The maturity date for the amended note is set for February 27, 2022.

Positive

• Completed the divestiture of Lumiera for CAN$1.3 million, enhancing liquidity.
• The amendment of the debt facility to CAN$3 million provides additional capital with structured terms.

Negative

• The divestiture may indicate potential challenges in Lumiera's operations or profitability.
• Conversion of debt to non-convertible increases financial obligations without equity relief.

OTTAWA, ON / ACCESSWIRE / October 28, 2020 / Tetra Bio-Pharma Inc. ("Tetra" or the "Company") (TSX:TBP)(OTCQB:TBPMF), a leader in cannabinoid-derived drug discovery and development, today announces that it has completed the divestiture of Lumiera Health Innovation Inc. ("Lumiera"), its subsidiary, to Mondias Natural Products Inc. (TSXV: NHP) ("Mondias ") as previously announced.

Transaction

Pursuant to the terms of an amended Share Exchange Agreement dated October 23, 2020 (the "Amended SEA"), Mondias has acquired Lumiera for a purchase price of CAN$1.3 million. The purchase price was satisfied by the issuance of 16,250,000 Mondias common shares using a stock price of CAN$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 Transaction, with 14,625,000 Mondias common shares received by Tetra and 1,625,000 received by minority shareholders. The total amount of shares represented an increase of 250,000 common shares from the original amount, which was intended to compensate Tetra and the minority shareholders for the delays in closing the transaction and additional costs.

Debt Facility

Mondias, Tetra and a third party private lender ("Private Lender") have agreed to amend the CAN$2 million convertible debt facility entered into between Lumiera and the Private Lender on August 27, 2020 into a CAN$3 million non-convertible debt facility (the "Amended Note") of which CAD$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.

As additional guarantees, Tetra also pledged the 14,625,000 Mondias Common Shares Tetra received as consideration for the transaction ("Pledge Shares"). If the Private Lender calls on Tetra to repay the Amended Note pursuant to its guarantee, Tetra is entitled to either pay in cash or elect to issue its own Common Shares in lieu of a cash payment, subject to the TSX's approval. Should the TSX not approve this issuance of shares, Tetra will be obligated to repay the residual amount in cash. As part of the negotiations, Tetra obtained a waiver from the Private Lender of certain defaults under the initial note purchase agreement, subject to Tetra meeting certain conditions.

The Amended Note will come to maturity on February 27, 2022.

About Tetra Bio-Pharma

Tetra Bio-Pharma (TSX:TBP) (OTCQB:TBPMF), is a biopharmaceutical leader in cannabinoid-based drug discovery and development with a FDA and a Health Canada approved clinical program aimed at bringing novel prescription drugs and treatments to patients and their healthcare providers. Our evidence-based scientific approach has enabled us to develop a pipeline of cannabinoid-based drug products for a range of medical conditions, including pain, inflammation, and oncology. 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 biopharma 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 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 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 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, among other things, without limitation, the inability of the Company to obtain sufficient financing to execute the Company's business plan; competition; regulation and anticipated and unanticipated costs and delays, the success of the Company's research and development strategies, including the success of this product or any other product, the applicability of the discoveries made therein, the successful and timely completion and uncertainties related to the regulatory 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 included in this news release are made as of the date of this news release and the Company does not undertake an obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities legislation.

For further information, please contact Tetra Bio-Pharma Inc.:

Investor Contact:
Tetra Bio-Pharma Inc
Dr. Guy Chamberland, M.Sc., Ph.D.
Chief Executive Officer
Phone: + 1 (833) 977-7575
investors@tetrabiopharma.com

Alpha Bronze, LLC
Mr. Pascal Nigen
Phone: + 1 (646) 255-0433
tetra@alphabronze.net

Media Contact:

energi PR
Ms. Carol Levine APR, FCPRS
Phone: + 1 (416) 425-9143 ext. 226
Mobile: + 1 (514) 703-0256
carol.levine@energipr.com

SOURCE: Tetra Bio-Pharma

View source version on accesswire.com:
https://www.accesswire.com/612707/Tetra-Bio-Pharma-Announces-Divestiture-of-Lumiera-Health-Innovation-Inc

FAQ

What is the recent divestiture by Tetra Bio-Pharma?

Tetra Bio-Pharma has divested its subsidiary, Lumiera Health Innovation, to Mondias Natural Products for CAN$1.3 million.

What are the terms of the debt facility related to Lumiera?

The original CAN$2 million convertible debt facility has been amended to a CAN$3 million non-convertible debt facility with a 15% annual interest rate.

When will the amended debt facility mature?

The amended debt facility is set to mature on February 27, 2022.

How many shares did Tetra receive from the divestiture transaction?

Tetra received 14,625,000 Mondias common shares as part of the divestiture.

What was the share price used for the transaction with Mondias?

The transaction utilized a share price of CAN$0.08 per share based on the closing price prior to the announcement.