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INDIVA Engages PI Financial Corp. on Convertible Debenture Financing Commences Cannabis Production at London, Ontario Facility

LONDON, ON (Friday, September 22, 2017): INDIVA Corporation (“INDIVA” or the “Company”) is pleased to announce that it has entered into an agreement with PI Financial Corp. (the “Agent“) pursuant to which the Agent was appointed as the sole lead agent with respect to the proposed offering of 10% senior convertible debentures (the “Convertible Debentures”) of the Company at a price of Cdn.$1,000 per Convertible Debenture for aggregate gross proceeds of up to Cdn.$7,500,000, or such other amount as mutually agreed upon between the Company and the Agent, pursuant to a brokered private placement to be completed on a commercial best-efforts agency basis (the “Offering”). The aggregate gross proceeds raised pursuant to the Offering will be no less in value than the aggregate gross proceeds raised by the Company or Rainmaker Resources Ltd. (“Rainmaker”) (TSX.V:RIR) pursuant to the concurrent equity private placement offering previously announced by the Company on June 1, 2017 (the “Concurrent Offering”).

Pursuant to closing the first tranche of the Concurrent Offering (the “First Tranche”), which occurred on August 28, 2017, Rainmaker raised aggregate gross proceeds of $5,755,956.75 by issuing 7,674,609 units (“Units”) at a price of $0.75 per Unit. Each Unit is comprised of one subscription receipt (“Subscription Receipt”) and one half of one common share purchase warrant. Subsequent closings of the Concurrent Offering are planned for Q3 and/or Q4 of 2017. Closing of the Offering will occur in tranches with the first tranche closing expected to occur on or around October 6, 2017.

Gross proceeds of the Offering will be held in escrow pending the Company’s reverse takeover and change of business transaction with Rainmaker (the “RTO Transaction”). Subject to the fulfillment of the remaining closing conditions, including the approval of the TSX Venture Exchange, the parties anticipate completing the RTO Transaction on or around November 30, 2017. If, however, the RTO Transaction is not completed within 9 months of the closing of the Offering the escrowed funds will be returned to Convertible Debenture purchaser(s) and the transaction will not close.

Gross proceeds of the Concurrent Offering will be held in escrow pending the satisfaction of certain conditions (“Escrow Release Conditions”) set out in a subscription receipt agreement entered into among Rainmaker, Indiva and Computershare Trust Company of Canada. 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 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 and the split of the Company’s outstanding common shares on a 1:4,000 basis.

“We are pleased to be working with PI Financial on this convertible debenture offering and we see this financing as just the beginning of a longer mutually beneficial relationship with PI,” said Niel Marotta, CEO of INDIVA.

Cannabis Production Commences at INDIVA’s London, Ontario Facility

On September 12, 2017, INDIVA received its first shipment of cannabis genetics and commenced its cultivation activities. “This is an important milestone in the INDIVA story” said INDIVA’s Master Grower, Pete Young. “It has been several years of patience and a lot of hard work and now we are very pleased to be London’s first Licensed Producer under the ACMPR. It’s great to finally be growing.”

About INDIVA

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 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.

CONTACT INFORMATION

INDIVA
Niel Marotta, CEO
Phone: 613-883-8541
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.