Indiva Limited (NDVAF)

[FUNMAN]

Indivia closes $1.04-million final tranche of placement

2020-01-20 18:49 ET - News Release

http://www.stockwatch.com/News/Item?bid=Z-C%3aNDVA-2856799&symbol=NDVA®ion=C

Ms. Kate Abernathy reports

Hopefully, Indivia ramps up revenues to over a million per Q very soon. - FUNMAN

INDIVA CLOSES FINAL TRANCHE OF ITS UNSECURED CONVERTIBLE DEBENTURE OFFERING

Indiva Ltd., further to its news release dated Dec. 9, 2019, and Dec. 23, 2019, has closed the second and final tranche of its non-brokered private placement of unsecured convertible debentures in the aggregate principal amount of $1.04-million. This brings the total funds raised for this private placement to $3,155,000.

As previously announced in the Company's December 9, 2019, news release, the Debentures will mature on the date that is 36 months from the date of issuance, bear interest at the rate of 10% per annum, computed on the basis of a 360-day year composed of twelve 30-day months, and payable semi-annually on the last day of June and December of each year, commencing on June 30, 2020. The Debentures will be issued at a price of $1,000 per Debenture with each Debenture being convertible, at the option of the holder, into 5,000 common shares in the capital of the Company (each, a "Share") at a conversion price of $0.20 per Share, subject to adjustments. The Offering is subject to final approval from the TSX Venture Exchange.

The Company expects that the proceeds of the Offering will be used for capital expenditures, equipment purchases and working capital purposes.

The Company has paid a cash finder's fee in connection with the Final Tranche to a finder in the aggregate amount of $3,500, which represents 7% of the gross proceeds received from the investor introduced to the Company by the finder. Insider participation in the Offering totalled $760,000.

MI 61-101 Disclosure

Three insiders of the Company participated in the Final Tranche and, as such, the issuance of the Debentures to such insiders 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 Debentures 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 Debentures 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 Final 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 Final Tranche as soon as possible.

The Offering will be 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.

The Debentures issued in the Final Tranche, and the shares into which the Debentures issued in the Final Tranche may be converted (collectively, the "Securities"), are subject to restrictions on resale under applicable Canadian securities laws for a period of four months and one day from January 20, 2020, the issue date of the Debentures issued in the Final Tranche.

ABOUT INDIVA

Indiva's family of cannabis brands set the standard for quality and innovation. Indiva aims to bring its exceptional portfolio of products to Canadians and cannabis enthusiasts around the world as laws permit. Indiva's production facility, based in London, Ontario, includes a craft grow operation and an extraction and manufacturing space, which can process 70 tonnes of biomass annually and produce safe, high-quality, cannabis-infused edibles. In Canada, Indiva will produce and distribute the award-winning Bhang Chocolate, Ruby Cannabis Sugar, Sapphire Cannabis Salt, Gems, and other derivative products through license agreements and joint ventures.

We seek Safe Harbor.

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