NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
LONDON, Ontario, Dec. 23, 2019 — Indiva Limited (the “Company” or “Indiva”) (TSXV:NDVA) (OTCQX:NDVAF) is pleased to announce the closing of the first tranche of its non-brokered private placement of unsecured convertible debentures (the “Debentures”) in the aggregate principal amount of $2,115,000, which forms part of its larger offering of up to the aggregate principal amount of $4,000,000 Debentures (the “Offering”).
As previously announced in the Company’s December 9, 2019, news release, the Debentures will mature on the date that is 36 months from the date of issuance, bear interest at the rate of 10% per annum, computed on the basis of a 360-day year composed of twelve 30-day months, and payable semi-annually on the last day of June and December of each year, commencing on June 30, 2020. The Debentures will be issued at a price of $1,000 per Debenture with each Debenture being convertible, at the option of the holder, into 5,000 common shares in the capital of the Company (each, a “Share”) at a conversion price of $0.20 per Share, subject to adjustments. The Offering is subject to final approval from the TSX Venture Exchange.
The Company expects that the proceeds of the first tranche of the Offering will be used for capital expenditures, equipment purchases and working capital purposes.
The Company has paid a cash finder’s fee in connection with the first tranche of the Offering to a finder in the aggregate amount of $2,800, which represents 7% of the gross proceeds received from the investor introduced to the Company by the finder. Insider participation totalled $410,000 of the first tranche.
The second tranche of the Offering is expected to consist of up to the aggregate principal amount of $1,885,000 in Debentures and be completed on or prior to January 20, 2020, at the Company’s discretion. The second tranche will only be funded upon, among other things, receipt of necessary approvals from the TSX Venture Exchange. The proceeds of the second tranche of the Offering are expected to be used by the Company for capital expenditures, equipment purchases and working capital purposes.
MI 61-101 Disclosure
Three insiders of the Company participated in this first tranche of the Offering and, as such, the issuance of the Debentures to such insiders is a “related-party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). However, the issuance is exempt from: (i) the valuation requirement of MI 61-101 by virtue of the exemption contained in Section 5.5(b), as the Shares are not listed on a market specified in MI 61-101, and (ii) from the minority shareholder approval requirement of MI 61-101 by virtue of the exemption contained in Section 5.7(1)(a) of MI 61-101, as the fair market value of the Debentures does not exceed 25% of the Company’s market capitalization. A material change report was not filed by the Company 21 days before the closing of the first tranche of the Offering as the level of insider participation was not known at that time and the Company moved to close the Offering immediately upon satisfaction of all applicable closing conditions. In the view of the Company, this was reasonable in the circumstances because the Company wished to complete the first tranche of the Offering as soon as possible.
The Offering will be conducted by the Company utilizing the “accredited investor” exemption of National Instrument 45-106 – Prospectus and Registration Exemptions, and also other applicable exemptions available to the Company.
The Debentures, and the Shares into which the Debentures may be converted (collectively, the “Securities”), are subject to restrictions on resale under applicable Canadian securities laws for a period of four months and one day from December 23, 2019, the issue date of the Debentures.
None of the Securities have been or will be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities, in any jurisdiction in which such offer, solicitation or sale would require registration or otherwise be unlawful.
Indiva’s family of cannabis brands set the standard for quality and innovation. Indiva aims to bring its exceptional portfolio of products to Canadians and cannabis enthusiasts around the world as laws permit. Indiva’s production facility, based in London, Ontario, includes a craft grow operation and an extraction and manufacturing space, which can process 70 tonnes of biomass annually and produce safe, high-quality, cannabis-infused edibles. In Canada, Indiva will produce and distribute the award-winning Bhang® Chocolate, Ruby® Cannabis Sugar, Sapphire™ Cannabis Salt, Gems™, and other derivative products through license agreements and joint ventures. Click here to connect with Indiva on social media and here to find more information on the Company and its products.
Vice President of Communications
DISCLAIMER AND READER ADVISORY
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 or has in any way approved or disapproved of the contents of this press release.
Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the parties’ current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to the use of proceeds of the Offering, the expectations of management regarding the use of proceeds of the Offering, TSX Venture Exchange approval of the Offering. These forward-looking statements are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Risks that could change or prevent these statements from coming to fruition include the Company may not conclude the Offering on terms favourable to the Company or at all; the TSX Venture Exchange may not provide final approval of the Offering; and proceeds of the Offering may not be used as stated in this news release. The forward-looking information contained in this release is made as of the date hereof and the parties are not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward looking information. The foregoing statements expressly qualify any forward-looking information contained herein.