Indiva Announces Appointment of New Director, Incentive Stock Option Grant, Change of Auditor and Interest Payment on Debenture
LONDON, Ontario – December 16, 2021 – Indiva Limited (the “Company” or “Indiva”) (TSXV:NDVA) (OTCQX:NDVAF), the leading Canadian producer of cannabis edibles and other cannabis products, is pleased to announce that Ms. Rachel Goldman has been appointed to the board of directors of the Company.
“We are very pleased to have Ms. Goldman join our board of directors. Ms. Goldman’s deep experience in the areas of finance, capital markets and corporate strategy will expand the skills matrix of the overall board,” said Niel Marotta, Chief Executive Officer of Indiva Limited.
Ms. Goldman has 20 years of experience in institutional sales, financings and corporate transactions during her career while at several Canadian brokerage firms where she developed an extensive list of investor relationships. In February 2020, she was appointed to the role of Chief Executive Officer and Director of Paramount Gold Nevada Corp (NYSE American: PZG). Ms. Goldman also serves as an independent director of Red Pine Exploration (TSXV: RPX). Ms Goldman is a Certified Board Candidate (CDI.D) and holds a Bachelor of Commerce, Major in Finance, from Concordia University. She is fluent in French and English, and resides in Montreal, Quebec.
The Company also announces that it has granted 2,130,000 incentive stock options (the “Options”) to certain employees, executive officers, directors and consultants. The Options have an exercise price of $0.275 per share and will be valid until December 15, 2026, with the exception of 100,000 Options granted to Simone and Lock (as defined below) which expire on December 15, 2024 and which vest one-quarter every three months beginning on April 12, 2022.
Indiva is also pleased to announce that it has renewed its agreements with Simone Capital Ltd. (“Simone”), located in Ontario and principally owned and operated by Anthony Simone, and Lock Consulting Corp. (“Lock”), located in British Columbia and principally owned and operated by Neil Lock, to provide Indiva marketing services to advisors, brokers and institutional investors in North America. Under the terms of the agreements, Indiva will pay Simone a monthly retainer of approximately CAD$5,000 and it has been granted 50,000 options. The term of the agreement is three months, with an automatic extension for three additional three month terms. Indiva will pay Lock a monthly retainer of approximately CAD$5,000 and an additional 50,000 options have been issued to Lock (all options are included in the above total). The term of the agreement is three months, with an automatic extension for three additional three month terms. Each of Simone and Lock hold less than 1% of the Company’s issued and outstanding common shares. Other than the retainer payable under the agreements, the Company does not anticipate any costs related to the engagement of Simone and Lock.
All Options were issued pursuant to the Company’s amended and restated equity incentive plan which allows for issuances of up to 10% of issued and outstanding share capital in the form of stock options or restricted share units. As a result of the foregoing grant, the Company has a total of 10,528,888 stock options or restricted share units issued, representing approximately 7% of the issued and outstanding share capital.
The grant of the Options and the renewed engagements of Simone and Lock are subject to the approval of the TSX Venture Exchange (the “TSXV“).
Change in Auditor
The Company hereby provides notice pursuant to Section 4.11 of National Instrument 51-102 of the resignation of MNP LLP (the “Former Auditor“) as the auditor of the Corporation and the appointment of Ernst & Young LLP (the “Successor Auditor“) in its place. The resignation of the Former Auditor has been approved by the audit committee and the board of directors of the Corporation and the appointment of the Successor Auditor has been approved by the audit committee and the board of directors of the Corporation, effective December 1, 2021. There are no reservations or modified opinions in the Former Auditor’s reports for the Company’s financial statements for the “relevant period” (as defined in NI 51-102) and there have been no “reportable events” as defined in Section 4.11 of National Instrument 51-102.
Shares for Debt
The Company is also pleased to announce that it has entered into shares for debt agreements, to satisfy an aggregate of $15,750 (“Debt“) in relation to accrued but unpaid portions of the interest payments outstanding (“Interest“) under certain convertible debentures of the Company (the “Debentures“). The Debt will be satisfied by the issuance of common shares (“Shares“) of the Company. The creditors include certain related parties of the Company, including Andre Lafleche, a director of the Company, Niel Marotta, the CEO and a director of the Company, Rachel Goldman, 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 57,269 Shares at a deemed price of $0.275 per Share are proposed to be issued to the creditors which includes an aggregate of 51,815 Shares to be issued to the Related Parties. An aggregate of 36,362 Shares are proposed to be issued to Andre Lafleche, a director of the Company, representing the extinguishment of $10,000 in Interest amounts owing. An aggregate of 9,090 Shares are proposed to be issued to the Company’s CEO, Niel Marotta representing the extinguishment of $2,500 in Interest amounts owing. An aggregate of 4,545 Shares are proposed to be issued to Rachel Goldman, a director of the Company, representing the extinguishment of $1,250 in Interest amounts owing. An aggregate of 1,818 Shares are proposed to be issued to the Company’s CFO, Jennifer Welsh representing the extinguishment of $500 in Interest amounts owing.
The Company offered all Debenture holders the opportunity to elect to receive common shares of the Company in lieu of a cash payment for the Interest in order to preserve its cash for development of its business. The Shares will be issued upon acceptance by the TSXV. The Shares issued pursuant to the shares for debt agreements 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 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 Shares 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.
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, Slow Ride Bakery Cookies, Jewels Chewable Tablets, Ruby® Cannabis Sugar, Sapphire™ Cannabis Salt, Grön edibles, as well as capsules, pre-rolls and premium flower under the INDIVA 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.
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Disclaimer and Reader Advisory
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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 results, 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.
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