NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
LONDON, Ontario, March 04, 2024--(BUSINESS WIRE)--Indiva Limited (the "Company" or "Indiva") (TSXV:NDVA), the leading Canadian producer of cannabis edibles, is pleased to announce the closing of the first tranche (the "First Tranche") of its previously announced private placement offering pursuant to the listed issuer financing exemption pursuant to Part 5A of National Instrument 45-106 – Prospectus Exemptions ("NI 56-106"), first announced on January 22, 2024, and then amended and restated on February 28, 2024 (the "Offering"). Under the First Tranche, the Company issued 9,060,000 units of the Company (the "Units") for aggregate gross proceeds of $906,000.
Each Unit consists of one common share in the capital of the Company (each, a "Common Share") and one-half Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant is exercisable into one Common Share at a price of $0.15 per Common Share for a period of 36 months from the date of issuance. The Warrants will be governed by the terms and conditions set forth in the certificates representing the Warrants.
The Company is entitled to accelerate the expiry date of the Warrants to a period of thirty days if, for any ten consecutive trading days, the volume weighted average trading price of the Common Shares on the TSX Venture Exchange (the "TSXV") (or such other stock exchange or quotation system as the Common Shares are then principally listed or quoted) equals or exceeds $0.30 (the "Acceleration Event"). If an Acceleration Event occurs, the Company shall provide notice of the Acceleration Event to the holder of the Warrants not later than five business days from the date of the Acceleration Event.
Subject to compliance with applicable regulatory requirements, and in accordance with NI 45-106, the Offering was made to purchasers that reside in Canada pursuant to Part 5A of NI 45-106. The securities issued under the Offering are not subject to a hold period in accordance with applicable securities laws.
The Company paid certain finder's fees in connection with the First Tranche consisting of $14,680 in cash commissions, and 282,800 Common Share purchase warrants exercisable to acquire one Common Share at an exercise price of $0.15 per Common Share for a period of 36 months from the date of issuance (the "Finder's Warrants"). The Finder's Warrants are subject to a hold period of four months plus one day from the date of issuance in accordance with applicable securities law. The Company is entitled to accelerate the expiry date of the Finder's Warrants to a period of thirty days if an Acceleration Event occurs by providing notice of the Acceleration Event to the holder of such Finder's Warrants not later than five business days from the date of the Acceleration Event.
The Offering, in its entirety, is expected to close on or about March 5, 2024, and is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals. The Company intends to use the proceeds of the Offering as disclosed in the amended and restated offering document related to this Offering that can be accessed under the Company's profile at www.sedarplus.com and on the Company's website at https://www.indiva.com/investors/presentation/. Prospective investors should read this offering document before making an investment decision.
Certain directors and officers of the Company (collectively, the "Insiders") participated in the First Tranche and, as such, the closing of the First Tranche may constitute a related party transaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), but is otherwise exempt from the formal valuation and minority approval requirements of MI 61-101 by virtue of Sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such Insider participation in the closing of the Offering. No special committee was established in connection with the Offering or the participation of the Insiders in the closing of the Offering, and no materially contrary view or abstention was expressed or made by any director of the Company in relation thereto. Further details will be included in a material change report that will be filed by the Company in connection with the completion of the closing of the First Tranche. The Company did not file a material change report more than 21 days before the closing date of the First Tranche as the total amount to be invested by the Insiders was not settled until shortly prior to closing, and the Company wished to complete the First Tranche on an expedited basis for sound business reasons.
Completion of the Offering is subject to the satisfaction of customary closing conditions, including the final approval of the TSXV.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this news release. Such securities have not been, and will not be, registered under the U.S. Securities Act, or any state securities laws, and, accordingly, may not be offered or sold within the United States, or to or for the account or benefit of persons in the United States or "U.S. Persons", as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.
Private Placement Update
The Company wishes to announce that it has cancelled its previously announced non-brokered private placement, offering of 30,800,000 units at a price of $0.14 per unit, as disclosed in the Company's press release date February 28, 2024, (the "PrivateOffering").
The Company continues to receive interest from investors for the Offering. Additionally, the Company is now assessing alternative opportunities to raise capital, including expanding its listed issuer financing exemption Offering or completing a new private placement offering which would be open to US investors.
ABOUT INDIVA
Indiva is proud to be Canada's #1 producer of cannabis edibles. We set the gold standard for quality and innovation with our award-winning products, across a wide range of brands including Pearls by Grön, Bhang Chocolate, Indiva Doppio Sandwich Cookies, Indiva 1432 Chocolate, and No Future Gummies and Vapes, as well as other Indiva branded extracts. Indiva manufactures its top-quality products in its state-of-the-art facility in London, Ontario, and has a corporate workforce remotely distributed across Canada. Click here to connect with Indiva on LinkedIn, Instagram, and here to find more information on the Company and its products.
DISCLAIMER AND READER ADVISORY
General
This press release contains forward-looking statements, including statements regarding the Offering and the completion of additional tranches of the Offering, the cancellation of the Private Offering, the future success of the Company's business, development strategies and future opportunities. Forward-looking statements include, but are not limited to, statements concerning the ability to raise capital the ability to close additional tranches of the Offering, the receipt of all necessary approvals for the Offering and other statements which are not historical facts. When used in this document, the words such as "could", "believe", "estimate", "expect", "intend", "may", "potential", "should" and similar expressions indicate forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. Forward-looking statements speak only as of the date they are made, and the Company does not undertake to update these statements other than as required by law. By their nature, forward-looking statements are based on the opinions and estimates of management on the date that the statements are made and involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other events contemplated by the forward-looking statements will not occur or will differ materially from those expected. Such risks and uncertainties include but are not limited to the success of the Offering and the Company's ability to raise additional capital and the receipt of all necessary approvals for the Offering. Although the Company believes that the expectations represented by such forward-looking statements are reasonable based on the current business environment, there can be no assurance that such expectations will prove to be correct as these expectations are inherently subject to business, economic and competitive uncertainties and contingencies. Some of the risks and other factors which could cause results to differ materially from those expressed in the forward-looking statements are contained in the Company's management's discussion and analysis, which is available on SEDAR+, but are not limited to such risks and other factors stated therein.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) has in any way passed upon the merits of the contents of this news release and neither of the foregoing entities accepts responsibility for the adequacy or accuracy of this news release or has in any way approved or disapproved of the contents of this news release.
