Indiva Limited, the leading Canadian producer of cannabis edibles, is pleased to announce a private placement offering pursuant to the listed issuer financing exemption of a minimum of 20,000,000 units of the Company and a maximum of 40,000,000 Units, for minimum gross proceeds of $2,000,000 and maximum gross proceeds of $4,000,000 (the “Offering”).
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 shall be 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.
The Offering is being completed pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 Prospectus Exemptions and therefore the securities issued in the Offering will not be subject to a hold period in accordance with applicable Canadian securities laws. There is an offering document (the “Offering Document”) related to the Offering that can be accessed under the Company’s profile at www.sedarplus.ca and at www.indiva.com. Prospective investors should read the Offering Document before making an investment decision.
The closing of the Offering may take place in one or more tranches, provided that the final tranche closing will occur no later than March 7, 2024, being 45 days following the date hereof. The Offering is subject to certain conditions including, but not limited to, the receipt of a minimum gross proceeds of $2,000,000 and the approval of the TSXV.
The Company intends to use the proceeds raised from the Offering for general corporate working capital purposes.
Upon closing of the Offering, the Company may pay certain eligible finders a cash fee of up to 8% of the gross proceeds raised in respect of the Offering from subscribers introduced by such finders to the Company. The Company may also issue to eligible finders such number of finder warrants (each, a “Finder Warrant”) equal to 8.0% of the number of Units sold under the Offering to subscribers introduced by such finders to the Company. The Finder Warrants, to the extent they are issued, shall entitle the holder thereof to acquire one Common Share at a price of $0.15 per Common Share for a period of 36 months from the date of issuance. The Company shall be entitled to accelerate the expiry date of the Finder Warrants, to the extent they are issued, to a period of thirty days if an Acceleration Event occurs by providing notice of the Acceleration Event to the holder of such Finder Warrants not later than five business days from the date of the Acceleration Event.
This news 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 the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or under 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 1933 Act, as amended, and applicable state securities laws.
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.
