File: Attachment Lumiera - Press release- February 20, 2025.pdf

Lumiera Health Inc. Announces closing of the second tranche of the Shares for Debt Transaction

February 20, 2025 - 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 it has obtained disinterested shareholder approval for debt settlements with certain creditors (the "Creditors") at the special meeting of shareholders held on February 3, 2025 (the "Meeting"), as required by the TSX Venture Exchange (the "TSXV"). Pursuant to the Meeting and the previously announced partial revocation order dated December 17, 2024 granted by the Autorite des marches financiers, the Company has successfully settled $387,454.96 of outstanding debt by issuing an aggregate of 38,745,496 common shares at a price per share of $0.01 to certain Creditors, which completes the previously announced shares for debt transaction (the "Shares for Debt Transaction").

The participation of certain insiders of the Company (the "Insiders") in the Shares for Debt Transaction constitutes a related party transaction but is exempt from the formal valuation and minority approval requirements of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") pursuant to the financial hardship exemptions set forth in Sections 5.5(g) and 5.7(1)(e) of MI 61-101.

The securities issued to Insiders as part of the second tranche of the Shares for Debt Transaction were allocated as follows: (i) Shawn Moniz, a director of the Company, received indirectly 3,500,000 common shares; (ii) Kevin Cole, Chairman of the board of directors of the Company, received indirectly 1,034,000 common shares; (iii) Robert Brouillette, a 10% securities holder of the Company, received indirectly 22,500,000 common shares; and (iv) Andre Rancourt, a director of the Company, received indirectly 7,500,000 common shares. Each of the Insiders is considered a "related party" and an "insider" of the Company for the purposes of applicable securities laws and stock exchange rules.

Immediately following the closing of the second tranche of the Shares for Debt Transaction (the "Second Tranche"), Mr. Moniz owns directly or indirectly 50,000,000 common shares, representing approximately 18.35% of the Company's issued and outstanding shares. The securities issued to Mr. Moniz following the closing of the Second Tranche represent approximately 1.28% of the issued and outstanding shares of the Company on a non-diluted basis.

Immediately following the closing of the Second Tranche, Mr. Cole owns or controls, directly or indirectly, 2,589,000 common shares, representing approximately 0.95% of the Company's issued and outstanding shares. The securities issued to Mr. Cole as part of the Second Tranche represent approximately 0.38% of the issued and outstanding shares of the Company on non-diluted basis. Immediately following the closing of the Second Tranche, Mr. Brouillette owns or controls, directly or indirectly, 58,989,558 common shares, representing approximately 21.65% of the Company's issued and outstanding shares. The securities issued to Mr. Brouillette as part of the Second Tranche represent approximately 8.26% of the issued and outstanding shares of the Company on non-diluted basis. At the Meeting, disinterested shareholders approved Mr. Brouillette becoming a control person of the Company (as defined under the policies of the TSXV), following the issuance of common shares pursuant to the completion of the Shares for Debt Transaction.

Immediately following the closing of the Second Tranche, Mr. Rancourt owns or controls, directly or indirectly, 31,965,726 common shares, representing approximately 11.73% of the Company's issued and outstanding shares. The securities issued to Mr. Rancourt as part of the Second Tranche represent approximately 2.75% of the issued and outstanding shares of the Company on non-diluted basis.

Messrs. Moniz, Cole and Rancourt, each of whom is a director of the Company (collectively, the "Non- Independent Directors"), have disclosed their interest to the board of the directors of the Company pursuant to Section 120 of the Canada Business Corporations Act to the effect that they may participate in the Shares for Debt Transaction. The terms of the Shares for Debt Transaction and the agreements relating thereto were submitted to and unanimously approved by way of a resolution adopted by all the directors of the Company other than the Non-Independent Directors. The Non-Independent Directors did not vote on the resolution to approve the Shares for Debt Transaction and the agreements relating thereto. The remaining directors determined that the Shares for Debt Transaction was in the best interest of the Company.

Prior to the completion of the Shares for Debt Transaction, Lumiera provided written notice to each Creditor that the Shares will remain subject to the failure-to-file cease trade order issued against the Company on April 8, 2024 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.

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.