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Indiva Announces a Non-Brokered Private Placement of Units for Up to $5,100,000
The Closing of the First Tranche, and Early Warning Report
LONDON, Ontario – June 26, 2020: Indiva Limited (the “Company” or “Indiva”) (TSXV:NDVA) (OTCQX:NDVAF) is pleased to announce that it has received conditional approval from the TSX Venture Exchange (the “TSXV”) for a non-brokered private placement unit offering (the “Offering”) of up to $5,100,000. Each unit (each a “Unit” and collectively the “Units”) of the Offering will comprise of one common share in the capital of the Company (each a “Common Share” and collectively the “Common Shares”) and one common share purchase warrant (each a “Warrant” and collectively the “Warrants”). The Company will offer each Unit at a purchase price of $0.30 per Unit. The first tranche of the Offering, in the amount of $1,012,299.90, being 3,374,333 Units has been completed and closed on June 25, 2020 (the “First Tranche“).
The Company intends to use the proceeds from the Offering for equipment purchases, working capital and general corporate purposes.
Each Warrant will entitle the holder to acquire one common share in the capital of the Company at an exercise price of $0.40 (the “Exercise Price”) any time up to 36 months following the applicable closing date, subject to adjustments in certain customary events.
MI 61-101 Disclosure & Early Warning
An affiliate of John Marotta, a director of the Company, being Marotta Investments Limited, participated in the First Tranche and, as such, the issuance of the Units to such insider 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 into which the Units are convertible 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 Units 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 as the level of insider participation was not known at that time and the Company moved to close the Final Tranche 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 as soon as possible.
In connection with the First Tranche, the Company issued 836,000 Units to Marotta Investments Limited, for total consideration of $250,800.
Immediately after the closing of the First Tranche, John Marotta and his affiliates, including Marotta Investments Limited (collectively, “Marotta”), have control of 10.7% of the issued and outstanding Common Shares on a partially-diluted basis, assuming the exercise of all of Marotta’s vested stock options, convertible debentures and Warrants.
Further details regarding Marotta’s subscription and holdings will be set forth in an early warning report to be filed with the applicable securities commissions using the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) and will be available for viewing on the Company’s profile at www.sedar.com.
The Offering is being 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.
All securities issued in connection with the Offering will be subject to a statutory hold period of four months and one day from the applicable closing date.
The Company expects to close on additional tranches by July 13, 2020, subject to the satisfaction of customary closing conditions and approvals, including but not limited to the approval of the TSXV.
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 sets the standard for quality and innovation in cannabis. As a Canadian licensed producer, Indiva creates premium pre-rolls, flower, capsules, and edible products and provides production and manufacturing services to peer entities. In Canada, Indiva produces and distributes the award-winning Bhang® Chocolate, Wana Sour Gummies, Ruby® Cannabis Sugar, Sapphire™ Cannabis Salt and other Powered by INDIVA™ products through license agreements, partnerships and joint ventures. Click here to connect with Indiva on LinkedIn, Instagram, Twitter and Facebook, and here to find more information on the Company and its products.
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Email: [email protected]
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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.