Indiva Closes Final Tranche of Its Unsecured Convertible Debenture Offering

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LONDON, Ontario, Jan. 20, 2020 (GLOBE NEWSWIRE) -- Indiva Limited (the “Company” or “Indiva”) (TSXV:NDVA) (OTCQX:NDVAF) is pleased to announce that further to its news release dated December 9, 2019, and December 23, 2019, it has closed the second and final tranche of its non-brokered private placement of unsecured convertible debentures (the “Debentures”) in the aggregate principal amount of $1,040,000 (the “Final Tranche”). This brings the total funds raised for this private placement to $3,155,000 (the “Offering”).

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.