Not for Distribution to US Newswire Services or Dissemination in the United States

Indiva Reaches Distribution Agreement with Yukon

Indiva also announces shares for debt transaction and extension of previously announced non-brokered private placement

LONDON, Ontario – July 9, 2020:
Indiva Limited (the “Company” or “Indiva”) (TSXV:NDVA) (OTCQX:NDVAF) is pleased to announce it has expanded distribution to Yukon Territory, increasing the Company’s distribution network to eight provinces and one territory.

“We are thrilled to grow our distribution network to eight provinces and one territory across Canada,” Niel Marotta, Indiva’s president and Chief Executive Officer, said. “This expansion brings us even closer to becoming a nation-wide producer and distributor of cannabis and cannabis-infused products. The opportunity to introduce more Canadians to our top-selling Bhang® and INDIVA™ products is exciting for our company.”

Shares for debt transaction

The Company is also announcing it has entered into a shares for debt agreement to satisfy an aggregate of $115,458.33 of Indiva’s outstanding debts (the “Indebtedness“). The Company has reached an agreement with certain of its creditors to satisfy accrued but unpaid portions of the interest payments outstanding (“Interest“) under certain convertible debentures the Company issued in Q4 2019 and Q1 2020 in exchange for the issuance of common shares (“Shares“) of the Company. The creditors include certain related parties of the Company, including John A Marotta, a director of the Company, Niel Marotta the CEO and a director of the Company, and Jennifer Welsh, the CFO of the Company (collectively, the “Related Parties“). Every other creditor is an arm’s-length party who subscribed for convertible debentures of the Company.

An aggregate of 461,832 Shares at a deemed price of $0.25 per Share are proposed to be issued to the creditors, which includes an aggregate of 46,811 Shares to be issued to the Related Parties. An aggregate of 35,778 Shares are proposed to be issued to John A Marotta, a director of the Company, representing the extinguishment of $8,944.44 in Interest amounts owing. An aggregate of 8,944 Shares are proposed to be issued to the Company’s CEO and director, Niel Marotta, representing the extinguishment of $2,236.11 in Interest amounts owing. An aggregate of 2,089 Shares are proposed to be issued to the Company’s CFO, Jennifer Welsh, representing the extinguishment of $522.22 in Interest amounts owing.

The Company chose to satisfy the Indebtedness with Shares in order to preserve its cash for development of its business. The Shares will be issued upon acceptance by the TSX Venture Exchange (the “TSXV“). The Shares issued pursuant to the shares for debt agreement will be subject to a four month plus one day hold period pursuant to the policies of the TSXV.

The shares for debt transaction involving the Related Parties will constitute a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Securityholders 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. The participation by the Related Parties in the shares for debt transactions has been approved by directors of the Company who are independent in connection with such transaction.

Extension of Previously Announced Non-Brokered Private Placement of Units

The Company is also announcing that, further to the press release dated June 26, 2020 it has received an extension from the TSXV with respect to the duration of its previously announced non-brokered private placement unit offering (the “Offering”) of up to $5,100,000. The outside date upon which final acceptance of the Offering will be granted by the TSXV has been extended by 30 days. While the Company has closed a first tranche of the private placement it applied for an extension to accommodate investors who have been unable to complete their subscriptions.


About Indiva

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.



Media Contact
Meagan Kelly, Marketing and Communications Specialist
Phone: 613-979-6347
Email: [email protected]

Investor Contact
Steve Low, Investor Relations
Phone: 647-620-5101
Email: [email protected]


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) has in any way passed upon the merits of the contents of this press release 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 Company’s future operations, future product offerings and compliance with applicable regulations. 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 maintain the necessary regulatory and other third parties’ approvals and licensing and other risks associated with regulated entities in the cannabis industry. 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.


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