Not for distribution to U.S. Newswire Services or for dissemination in the United States.
Indiva Corporation and Rainmaker Resources Ltd. Close First Tranche of Subscription Receipt Financing
LONDON, ON AND VANCOUVER, BC– (Monday, August 28, 2017): INDIVA Corporation (“Indiva” or the “Company”) and Rainmaker Resources Ltd. (“Rainmaker“) (TSX-V:RIR) are pleased to announce closing of the first tranche of the subscription receipt (“Subscription Receipt“) financing of Rainmaker (the “First Tranche“) previously announced in a press release issued on June 1, 2017.
In this First Tranche, Rainmaker issued 7,674,609 Subscription Receipts at a price of $0.75 per Subscription Receipt for aggregate gross proceeds of $5,755,956.75.
“We raised $2.1mm in June, 2017 to initiate our facility expansion planning and now securing these additional funds gives us confidence to commence our facility expansion to 36,000 square feet, which we expect to complete in 2018” explained Niel Marotta, CEO of Indiva.
The Offering is being completed in connection with Rainmaker’s acquisition (the “Transaction“) of 100% of the issued and outstanding shares of Indiva, whose wholly owned subsidiary is a Licensed Producer of medical cannabis pursuant to Canada’s Access to Cannabis for Medical Purposes Regulations.
The aggregate gross proceeds of the Offering (the “Escrowed Funds“) will be held in escrow pending the satisfaction of certain conditions (the “Escrow Release Conditions“) set out in a subscription receipt agreement (the “Subscription Receipt Agreement“) entered into between Rainmaker, Indiva, and Computershare Trust Company of Canada (the “Subscription Receipt Agent“). Upon satisfaction of the Escrow Release Conditions, each Subscription Receipt will automatically convert without any payment of additional consideration by the holder thereof into one common share (each, a “Common Share“) in the capital of the issuer resulting from the amalgamation of Indiva and Rainmaker, such amalgamation to follow the consolidation of Rainmaker’s outstanding Common Shares on a 10.88:1 basis.
The Escrow Release Conditions are contained in the Subscription Receipt Agreement which will be filed under Rainmaker’s SEDAR profile in due course. Certain key Escrow Release Conditions include the receipt of all the necessary regulatory and shareholder approvals for the Transaction including approval of the TSX Venture Exchange and the entering into by Rainmaker and Indiva of a definitive agreement with respect to the Transaction. The escrow release deadline under the Subscription Receipt Agreement shall be December 31, 2017.
Indiva and Rainmaker have engaged Sunel Securities Inc. (“Sunel“) to act as agent in connection with the Offering. Sunel will receive a cash commission in the amount of $315,000 and 420,000 advisory warrants (each, a “Broker Warrant“) that will entitle Sunel to acquire, at an exercise price of $0.75 per Broker Warrant, one Common Share for a period of 24 months following closing of the Transaction.
INDIVA is a Canadian supplier of high quality, medical grade cannabis. INDIVA’s strain selection, cultivation and client care processes combine the know-how and experience of an internationally WSLEGAL\073361\00003\18451275v6 recognized and award winning grow-team with GMP-compliant quality assurance standard operating procedures.
INDIVA’s wholly owned subsidiary is a Licensed Producer under Canada’s Access to Cannabis for Medical Purposes Regulation (“ACMPR”) with its first indoor cannabis production facility located in London, Ontario.
INDIVA aims to become a global marijuana brand recognized for high quality cannabis products and excellent client care. As marijuana laws liberalize in Canada, INDIVA will expand its product offering to include safe edibles and other client-friendly cannabis products. In addition, as marijuana laws liberalize internationally, INDIVA will use its Canadian operations as a platform to open new markets for its cannabis products.
Niel Marotta, CEO
Email: [email protected]
Chris Healey, CEO
Email: [email protected]
DISCLAIMER & 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) has in any way passed upon the merits of the Transaction and neither of the foregoing entities 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 intention of the parties to complete the Offering and the Transaction. 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 parties. The material factors and assumptions include the parties being able to obtain the necessary corporate, regulatory and other third parties approvals; licensing and other risks associated with regulated ACMPR entities; and completion of satisfactory due diligence. 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.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.