Mr. Simon Castonguay reports

LUMIERA HEALTH ANNOUNCES PROPOSED $600,000 PRIVATE PLACEMENT AND DEBT SETTLEMENT AGREEMENT

Lumiera Health Inc. intends to sell, on a private placement basis, up to 60 million units at a price of one cent per unit, for gross proceeds to the company of up to $600,000. The issue price of the units is equal to the closing price of the Lumiera shares on the TSX Venture Exchange on Nov. 17, 2022.

The proceeds from the private placement will be used to support operations, as well as to leverage key opportunities that will accelerate growth.

Each unit will consist of one common share in the capital of the company and one common share purchase warrant, with each warrant entitling the holder to acquire one additional common share, at an exercise price of five cents per share, for a period of three years from the date of issuance.

The company intends to include an acceleration clause in the certificates representing the warrants whereby the company may accelerate the expiry of these warrants at any time prior to the expiry date in the event the daily volume-weighted average trading price of the common shares of the company on the TSX Venture Exchange exceeds eight cents for at least 10 consecutive trading days by providing written notice to the warrant holders. The Warrants will, unless exercised, expire on the 30th day after the company provides the acceleration notice.

At the closing date, the company may pay to finders a commission equal to 7.5 per cent of the gross proceeds from the sale of offered securities to the identified parties, and it may issue warrants of the company entitling to purchase a number of units equal to 7.5 per cent of the aggregate number of offered securities sold to the identified parties, at the same issue price as the units. The final terms of the finders warrants will be confirmed prior to closing.

The offering is expected to close on or before Dec. 16, 2022. The closing of the private placement is subject to certain standard conditions including, but not limited to, the receipt of all necessary approvals including the acceptance of the TSX Venture Exchange.

Debt settlement agreement

Lumiera is announcing it has entered into a debt settlement agreement with lenders. Pursuant to the debt settlement agreement the company anticipates that it will settle an aggregate of approximately $1,103,317.15 of debt burden upon closing of the debt settlement through:

• $781,781.58 in cash;
• The issuing of 15 million shares;
• A royalty equal to 5 per cent of Lumiera's gross revenues until a total of $150,000 has been paid.

The company is actively working toward a solution to meet its obligation before the Dec. 1, 2022, deadline. There is no guaranty the company will be in a position to do so.

The closing of the debt settlement agreement is subject to certain standard conditions, including, but not limited to, the receipt of all necessary approvals, including the acceptance of the TSX Venture Exchange.

About Lumiera Health Inc.

Lumiera specializes in the development and commercialization of consumer products for the natural health industry. The company sells herbal tonics and natural supplements through its Holizen Laboratories division, with a diverse portfolio including a line of innovative sleep aids. The company is also commercializing a unique topical product line acting on the endocannabinoid system, without the use of cannabis, that provides an innovative solution for chronic pain and inflammation. A pioneer in the natural health innovation space, the Lumiera brand is rooted in the core values of science, nature and compassion. Its goal is to make people's lives better by developing natural health and wellness products that are effective, safe and trustworthy.

We seek Safe Harbor.