LONDON,
ON, July 14, 2022 /CNW/ - Indiva Limited (the
"Company" or "Indiva") (TSXV: NDVA) (OTCQX: NDVAF) is
pleased to announce that it has entered into a shares for debt
agreement (the "Agreement"), to satisfy an aggregate of
$172,075.98 of the Company's
outstanding debt (the "Indebtedness") related to accrued but
unpaid portions of the interest payments outstanding under certain
convertible debentures of the Company (the
"Debentures") as well as certain trade payables for products
and services provided to the Company. An aggregate of 1,012,209
common shares in the capital of the Company (the "Shares")
at a deemed price of $0.17 per Share
are proposed to be issued to the creditor. The creditors include
certain related parties of the Company, including, Niel Marotta, the CEO and a director of the
Company, Jennifer Welsh, the CFO of
the Company, and Rachel Goldman, a
director of the Company (collectively, the "Related
Parties"). Every other creditor is an arm's length party who
subscribed for convertible debentures of the Company.
![Indiva Limited Logo (CNW Group/Indiva Limited) Indiva Limited Logo (CNW Group/Indiva Limited)](https://mma.prnewswire.com/media/1859769/Indiva_Limited_INDIVA_ANNOUNCES_SHARES_FOR_DEBT_TRANSACTION.jpg)
The Company offered all Debenture holders the opportunity to
elect to receive common shares of the Company in lieu of a cash
payment in order to preserve its cash for development of its
business. The Shares will be issued upon acceptance by the TSX
Venture Exchange. The Shares issued pursuant to the shares for debt
agreements will be subject to a four month plus one day hold period
pursuant to the policies of the TSX Venture Exchange.
The shares for debt transaction involving the Related Parties
will constitute a "related party transaction" under Multilateral
Instrument 61-101 - Protection of Minority Securityholders 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 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 Shares does not exceed 25%
of the Company's market capitalization. The participation by the
Related Parties in the shares for debt transactions has been
approved by directors of the Company who are independent in
connection with such transaction.
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, Jewels
Chewable Tablets, Grön edibles, Dime IndustriesTM vape
products, as well as capsules, edibles, extracts, pre-rolls and
premium flower under the INDIVA, Indiva Life 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.
DISCLAIMER AND READER
ADVISORY
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) has in any way passed upon the merits of the
contents of this press release and neither of the foregoing
entities accepts responsibility for the adequacy or accuracy of
this release or has in any way approved or disapproved of the
contents of this press release.
Certain statements contained in this press release constitute
forward-looking information. These statements relate to future
events or future performance. The use of any of the words "could",
"intend", "expect", "believe", "will", "projected", "estimated" and
similar expressions and statements relating to matters that are not
historical facts are intended to identify forward-looking
information and are based on the parties' current belief or
assumptions as to the outcome and timing of such future events.
Actual future results may differ materially. In particular, this
release contains forward-looking information relating to the
approval of the TSX Venture Exchange of the transactions
contemplated herein. All such statements involve substantial known
and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements to vary from those
expressed or implied by such forward-looking statements.
Forward-looking statements reflect current expectations regarding
future events and operating performance and speak only as of the
date of this news release. Forward-looking statements involve
significant risks and uncertainties, they should not be read as
guarantees of future performance or results. A number of factors
could cause actual results to differ materially from the results
discussed in the forward-looking statements, including, but not
limited to, the Company satisfying the conditions for TSX Venture
Exchange approval of the transactions herein. Although the
forward-looking statements contained in this news release are based
upon what management believes are reasonable assumptions on the
date of this news release, the Company cannot assure investors that
actual results will be consistent with these forward-looking
statements.
None of the Securities have been or will be registered under
the United States Securities Act of 1933, as amended, and may not
be offered or sold in the United
States absent registration or an applicable exemption from
the registration requirements. This news release shall not
constitute an offer to sell or the solicitation of an offer to buy,
nor shall there be any sale of the securities, in any jurisdiction
in which such offer, solicitation or sale would require
registration or otherwise be unlawful.
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SOURCE Indiva Limited