• Strengthen the focus of the Company toward natural health products base assets
• Cash transaction representing a non-dilutive financing of $350,000
• Sale of the non-core asset Celext07, a natural biostimulant and biopesticide with agricultural applications
• Right of first refusal on potential natural health products developed by the buyer using Celext07

MONTREAL, Jan. 4, 2021 /CNW/ - Lumiera Health Inc.  (TSXV: NHP) (the "Company" or "Lumiera "), today announces the signing of a binding term sheet pursuant to which the Company will sell its non-core asset Celext07 to BioSun Products Inc. ("Biosun") for a cash consideration of $350,000 ("Proposed Transaction") payable at closing.  As part of the Proposed Transaction, Lumiera also secured a right of first refusal on any products that could be commercialized, on a worldwide basis, as a natural health product.

The term sheet contemplates the negotiation and execution of a definitive asset purchase agreement (the "Definitive Agreement"), and the completion of the Proposed Transaction with an effective date of January 1^st, 2021, and remains subject to standard customary closing conditions for similar transactions.

Biosun is a company controlled by Messrs. Robert Brouillette, André Rancourt and Guy Chamberland, who are shareholders of Lumiera, each holding, directly or indirectly, more than 10% of the common shares of Lumiera.  As such, the Proposed Transaction may be considered a "related party transaction" within the meaning of Multilateral Instrument 61–101 –Protection of Minority Security Holders in Special Transactions ("MI 61–101").  The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61–101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61–101 as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the Proposed Transaction, insofar as it involves the related parties, exceeds 25% of the Company's market capitalization (as determined under MI 61-101).

The Governance Committee of the Board of Lumiera, which is composed exclusively of the three independent directors, has approved the Proposed Transaction unanimously.  In addition, and as part of the Governance Committee's deliberations with respect to the Proposed Transaction, the committee consulted with its independent legal and financial advisors, including Blain, Joyal, Charbonneau, S.E.N.C.R.L. ("BJC").  BJC assisted in, among other things, preparing a valuation range for the Celext07 assets forming part of the Proposed Transaction.

"We are pleased to announce this transaction, as it enables Lumiera to focus all efforts on our consumer business in the natural health industry.  Celext07 was a non-core asset for Lumiera as it is primarily an agriculture-based product.  Monetizing this asset improves focus and helps Lumiera to move forward on our mission to improve peoples' lives through scientifically proven products, inspired by nature," commented Kevin Roland, Chief Executive Officer of Lumiera.

About Lumiera Health Inc.

Lumiera specializes in the development and commercialization 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. Lumiera also developing and commercializing a unique portfolio of products acting on the endocannabinoid system and providing innovative solutions for chronic pain and inflammation. The Company is a pioneer in the health and pain management innovation space and 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. Lumiera 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.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.

Forward-looking information

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 Lumiera. All statements other than statements of historical fact may be forward-looking information. Such statements reflect Lumiera' current views and intentions with respect to future events, and current information available to Lumiera, and are subject to certain risks, uncertainties and assumptions. Such risks and uncertainties include, among others, the risk factors included in Lumiera' 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 Lumiera 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, Lumiera 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 Lumiera undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.

SOURCE Lumiera Health Inc.

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