Indiva Announces a Non-Brokered Private Placement of Units for Up to $5,100,000, the Closing of the First Tranche, and Early Warning Report

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LONDON, Ontario, June 26, 2020 (GLOBE NEWSWIRE) -- Indiva Limited (the “Company” or “Indiva”) (TSXV:NDVA) (OTCQX:NDVAF) is pleased to announce that it has received conditional approval from the TSX Venture Exchange (the “TSXV”) for a non-brokered private placement unit offering (the “Offering”) of up to $5,100,000. Each unit (each a “Unit” and collectively the “Units”) of the Offering will comprise of one common share in the capital of the Company (each a “Common Share” and collectively the “Common Shares”) and one common share purchase warrant (each a “Warrant” and collectively the “Warrants”). The Company will offer each Unit at a purchase price of $0.30 per Unit. The first tranche of the Offering, in the amount of $1,012,299.90, being 3,374,333 Units has been completed and closed on June 25, 2020 (the "First Tranche").

The Company intends to use the proceeds from the Offering for equipment purchases, working capital and general corporate purposes.

Each Warrant will entitle the holder to acquire one common share in the capital of the Company at an exercise price of $0.40 (the “Exercise Price”) any time up to 36 months following the applicable closing date, subject to adjustments in certain customary events.

MI 61-101 Disclosure & Early Warning

An affiliate of John Marotta, a director of the Company, being Marotta Investments Limited, participated in the First Tranche and, as such, the issuance of the Units to such insider 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 Units 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 Units 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 First 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 First Tranche as soon as possible.