Indiva Limited, the leading Canadian producer of cannabis edibles and other cannabis products, and Canopy Growth Corporation, a leading global cannabis company, through its wholly-owned subsidiary, Tweed Inc., announced the closing of the previously announced $2,155,617 private placement into Indiva by Tweed.
The Private Placement was completed in connection with the entering into of a license assignment and assumption agreement and a contract manufacturing agreement, whereby Indiva assigned to Tweed all of its rights and interest in its exclusive license to manufacture and sell Wana™ branded products in Canada and Tweed granted to Indiva an exclusive right to manufacture and supply Wana™ branded products in Canada for a period of five years, with the ability to renew for an additional five-year term upon mutual agreement of the parties.
Pursuant to the Private Placement, Tweed subscribed for 37,230,000 common shares in the capital of Indiva (“Common Shares“) for an aggregate purchase price of $2,155,617 at a price per Common Share of $0.0579 (the “Issue Price“). The Issue Price was determined based on the 10-day volume weighted average trading price of the Common Shares on the TSX Venture Exchange (the “TSXV“) during the 10 consecutive trading days ending on the last trading day immediately prior to May 30, 2023. Upon closing of the Private Placement, Tweed exercises control and direction over 19.99% of the issued and outstanding Common Shares. The balance of the consideration paid by Tweed to Indiva is as follows: (i) additional consideration representing a value of $844,383; (ii) a cash payment of $1,250,000 on May 30, 2024.
Indiva intends to use the net proceeds of the Private Placement to satisfy its existing obligations under its license to manufacture and sell Wana™ branded products in Canada and for its costs and expenses related to the manufacture and supply Wana™ branded products under the contract manufacturing agreement. On closing, Tweed and Indiva entered into a customary standstill and voting support agreement, which provides, among other things, Tweed with the ability to nominate an individual as a board observer on the Board of Directors of Indiva.
The Private Placement is subject to the final approval of the TSXV. The Common Shares issued under the Private Placement are subject to a statutory hold period of four months and one day following the closing of the Private Placement, being October 17, 2023.
Early Warning
Immediately prior to the Private Placement, Tweed and its affiliates (including Canopy Growth) held no Common Shares. Upon the closing of the Private Placement, Tweed and its affiliates (including Canopy Growth) exercises control and direction over 19.99% of the issued and outstanding Common Shares. Tweed and its affiliates (including Canopy Growth) do not currently own any convertible securities of Indiva. The Common Shares are being acquired for investment purposes and, as of the date of this news release, Tweed and its affiliates (including Canopy Growth) have no current intention to acquire control or direction over additional securities of Indiva above 19.99% of the issued and outstanding Common Shares, either alone or together with any joint actors. An early warning report regarding these transactions has been filed on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com under Indiva’s issuer profile and may be obtained directly from Canopy Growth upon request at the telephone number below and from the individual listed below.
The securities to be offered pursuant to the Private Placement have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act“) or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. 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 these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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 Wana, Bhang, Pearls by Grön, as well as Indiva branded edibles and 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 Southern Ontario. Click here to connect with Indiva on LinkedIn, Instagram, Twitter and Facebook, and here to find more information on the Company and its products.
About Canopy Growth
Canopy Growth is a leading North American cannabis and CPG company dedicated to unleashing the power of cannabis to improve lives. Through an unwavering commitment to our consumers, Canopy Growth delivers innovative products with a focus on premium and mainstream cannabis brands including Doja, 7ACRES, Tweed, and Deep Space. For more information visit www.canopygrowth.com.
