Indiva Announces Warrant Incentive Program

Not For Distribution in The United States or Over U.S. Newswire Services

LONDON, Ontario – September 22, 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 it is introducing a warrant exercise incentive program (the “Incentive Program“) designed to encourage the early exercise of up to 17,184,996 outstanding common share purchase warrants (the “Warrants“).

The Warrants eligible for the Incentive Program, as set out in the following table, were issued in connection with a private placement offering of units, with each unit consisting of one common share in the capital of the Company (“Common Shares“) and one Warrant (the “Offering“). The Offering was completed in two tranches occurring on June 25, 2020 and August 10, 2020:

Under the terms of the Incentive Program, for each Warrant that is exercised on or before October 12, 2021 (the “Early Exercise Period“), the holder thereof will receive, at no additional cost, one-half of one newly issued common share purchase warrant (each an “Incentive Warrant“), with each whole Incentive Warrant exercisable into one common share for a period of five (5) years from the issue date at an exercise price of $0.45.

The gross proceeds to the Company, if all of the Warrants are exercised, would be $6,873,998.40. There is no assurance that all or any of the Warrants will be exercised.

The terms and conditions of the Incentive Program, including the method of exercising the Warrants, will be set forth in a letter to be delivered shortly to the registered holders of the Warrants.

Any Warrants that are not exercised prior to the expiry of the Early Exercise Period will remain outstanding in accordance with their original terms, and in particular, will no longer be eligible for the issuance of Incentive Warrants.

A portion of the Warrants, eligible for participation in the Incentive Program, are held by insiders of the Company. Participation by any such insiders in the Incentive Program may constitute a related party transaction pursuant to Multilateral Instrument 61-101 – Special Transactions (“MI 61-101“).  The Company is exempt from the formal valuation requirement pursuant to subsections 5.5(a) and (b) of MI 61-101, and from the minority approval requirement pursuant to subsection 5.7(1)(a) of MI 61-101.

The Incentive Program is subject to the receipt of applicable regulatory approvals, including the approval of the TSX Venture Exchange.

About Indiva

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, 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.

Contacts
Investor Contact
Anthony Simone
Phone: 416-881-5154
Email: [email protected]

Disclaimer and Reader Advisory

Neither 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.

This news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation which involves known and unknown risks relevant to the Company in particular and to the biotechnology and pharmaceutical industries in general, uncertainties and other factors that may cause actual events to differ materially from current expectation. These risks are more fully described in the Company’s public filings available at www.sedar.com.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

The securities offered have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.