INDIVA AND CANOPY ANNOUNCE CLOSING OF PRIVATE PLACEMENT
LONDON, Ontario – June 16, 2023: Indiva Limited (the “Company” or “Indiva“) (TSXV:NDVA), the leading Canadian producer of cannabis edibles and other cannabis products, and Canopy Growth Corporation (“Canopy Growth“) (TSX: WEED) (NASDAQ: CGC), a leading global cannabis company, through its wholly-owned subsidiary, Tweed Inc. (“Tweed”), are pleased to announce the closing of the previously announced $2,155,617 private placement (the “Private Placement”) into Indiva by Tweed.
The Private Placement was completed in connection with the entering into of a license assignment and assumption agreement and a contract manufacturing agreement, whereby Indiva assigned to Tweed all of its rights and interest in its exclusive license to manufacture and sell Wana™ branded products in Canada
and Tweed granted to Indiva an exclusive right to manufacture and supply Wana™ branded products in Canada for a period of five years, with the ability to renew for an additional five-year term upon mutual agreement of the parties.
Pursuant to the Private Placement, Tweed subscribed for 37,230,000 common shares in the capital of Indiva (“Common Shares“) for an aggregate purchase price of $2,155,617 at a price per Common Share of $0.0579 (the “Issue Price”). The Issue Price was determined based on the 10-day volume weighted average trading price of the Common Shares on the TSX Venture Exchange (the “TSXV“) during the 10 consecutive trading days ending on the last trading day immediately prior to May 30, 2023. Upon closing of the Private Placement, Tweed exercises control and direction over 19.99% of the issued and outstanding Common Shares. The balance of the consideration paid by Tweed to Indiva is as follows: (i) additional consideration representing a value of $844,383; (ii) a cash payment of $1,250,000 on May 30, 2024. Indiva intends to use the net proceeds of the Private Placement to satisfy its existing obligations under its license to manufacture and sell Wana™ branded products in Canada and for its costs and expenses related to the manufacture and supply Wana™ branded products under the contract manufacturing agreement.
On closing, Tweed and Indiva entered into a customary standstill and voting support agreement, which provides, among other things, Tweed with the ability to nominate an individual as a board observer on the Board of Directors of Indiva.
The Private Placement is subject to the final approval of the TSXV. The Common Shares issued under the Private Placement are subject to a statutory hold period of four months and one day following the closing of the Private Placement, being October 17, 2023.
Immediately prior to the Private Placement, Tweed and its affiliates (including Canopy Growth) held no Common Shares. Upon the closing of the Private Placement, Tweed and its affiliates (including Canopy Growth) exercises control and direction over 19.99% of the issued and outstanding Common Shares. Tweed and its affiliates (including Canopy Growth) do not currently own any convertible securities of Indiva. The Common Shares are being acquired for investment purposes and, as of the date of this news release, Tweed and its affiliates (including Canopy Growth) have no current intention to acquire control or direction over additional securities of Indiva above 19.99% of the issued and outstanding Common Shares, either alone or together with any joint actors. An early warning report regarding these transactions has been filed on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com under Indiva’s issuer profile and may be obtained directly from Canopy Growth upon request at the telephone number below and from the individual listed below.
The securities to be offered pursuant to the Private Placement have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Indiva sets the standard for quality and innovation in cannabis. As a Canadian licensed producer, Indiva produces and distributes award-winning cannabis products nationally, including Bhang® Chocolate, Wana™ Sour Gummies, Jewels Chewable Tablets, Grön edibles, Dime Industries™ vape products, as well as capsules, edibles, extracts, pre-rolls and premium flower under the INDIVA, Indiva Life and Artisan Batch brands. Click here to connect with Indiva on LinkedIn, Instagram, Twitter and Facebook, and here to find more information on the Company and its products.
Email: [email protected]
Director, Investor Relations
DISCLAIMER AND READER ADVISORY
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) has in any way passed upon the merits of the contents of this news release and neither of the foregoing entities accepts responsibility for the adequacy or accuracy of this news release or has in any way approved or disapproved of the contents of this news release.
Certain statements contained in this news 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 news release contains forward-looking information relating to, among other things, (i) the Company’s outlook for and expected operating margins and future financial results, including the Company’s ability to achieve a year-over-year and sequential growth of net revenue in Q2 2023, (ii) the projected growth of its business and operations (including existing and new segments thereof), and the future business activities of, and developments related to, the Company within such segments after the date of this news release, including the anticipated introduction of new product offerings (iii) the Company’s ability to capture and/or maintain its market share in any jurisdiction, (iv) the Company’s ability to deliver on its commitments for existing or new listings of products, including scaling of existing products on a national basis, (v) the Company’s ability to shift its revenue mix away from licensed products and towards products developed by the Company, and (vi) the Company’s ability to monetize any impaired saleable inventory. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Company, and include, without limitation, assumptions about the Company’s future business objectives, goals, and capabilities, the cannabis market, the regulatory framework applicable to the Company and its operations, and the Company’s financial resources. Although the Company believes that the assumptions underlying, and the expectations reflected in, forward-looking statements in this news release are reasonable, it can give no assurance that such expectations will prove to have been correct. A number of factors could cause actual events, performance or results to differ materially from what is projected in the forward-looking statements. Specifically, readers are cautioned that forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, as applicable, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements, including, but not limited to, risks and uncertainties related to: (i) the available funds of the Company and the anticipated use of such funds, (ii) the availability of financing opportunities, (iii) legal and regulatory risks inherent in the cannabis industry, (iv) risks associated with economic conditions, (v) dependence on management, (vi) public opinion and perception of the cannabis industry, (vii) risks related to contracts with third-party service providers, (vii) risks related to the enforceability of contracts, (viii) reliance on the expertise and judgment of senior management of the Company, and ability to retain such senior management, (ix) risks related to proprietary intellectual property and potential infringement by third-parties, (x) risks relating to the management of growth and/or increasing competition in the industry, (xi) risks associated to cannabis products manufactured for human consumption, including potential product recalls, (xii) risks related to the economy generally, and (xiii) risk of litigation.