LONDON, ON, Dec. 16, 2021 /CNW/ - Indiva Limited (the
"Company" or "Indiva") (TSXV: NDVA) (OTCQX: NDVAF),
the leading Canadian producer of cannabis edibles and other
cannabis products, is pleased to announce that Ms. Rachel Goldman has been appointed to the board
of directors of the Company.
"We are very pleased to have Ms. Goldman join our board of
directors. Ms. Goldman's deep experience in the areas of
finance, capital markets and corporate strategy will expand the
skills matrix of the overall board," said Niel Marotta, Chief Executive Officer of Indiva
Limited.
Ms. Goldman has 20 years of experience in institutional sales,
financings and corporate transactions during her career while at
several Canadian brokerage firms where she developed an extensive
list of investor relationships. In February
2020, she was appointed to the role of Chief Executive
Officer and Director of Paramount Gold Nevada Corp (NYSE American:
PZG). Ms. Goldman also serves as an independent director of Red
Pine Exploration (TSXV: RPX). Ms Goldman is a Certified Board
Candidate (CDI.D) and holds a Bachelor of Commerce, Major in
Finance, from Concordia University. She
is fluent in French and English, and resides in Montreal, Quebec.
Option Grant
The Company also announces that it has granted 2,130,000
incentive stock options (the "Options") to certain
employees, executive officers, directors and consultants. The
Options have an exercise price of $0.275 per share and will be valid until
December 15, 2026, with the exception
of 100,000 Options granted to Simone and Lock (as defined below)
which expire on December 15, 2024 and
which vest one-quarter every three months beginning on April 12, 2022.
Indiva is also pleased to announce that it has renewed its
agreements with Simone Capital Ltd. ("Simone"), located in
Ontario and principally owned and
operated by Anthony Simone, and Lock
Consulting Corp. ("Lock"), located in British Columbia and principally owned and
operated by Neil Lock, to provide
Indiva marketing services to advisors, brokers and institutional
investors in North America. Under
the terms of the agreements, Indiva will pay Simone a monthly
retainer of approximately CAD$5,000
and it has been granted 50,000 options. The term of the
agreement is three months, with an automatic extension for three
additional three month terms. Indiva will pay Lock a monthly
retainer of approximately CAD$5,000
and an additional 50,000 options have been issued to Lock (all
options are included in the above total). The term of the agreement
is three months, with an automatic extension for three additional
three month terms. Each of Simone and Lock hold less than 1% of the
Company's issued and outstanding common shares. Other than the
retainer payable under the agreements, the Company does not
anticipate any costs related to the engagement of Simone and
Lock.
All Options were issued pursuant to the Company's amended and
restated equity incentive plan which allows for issuances of up to
10% of issued and outstanding share capital in the form of stock
options or restricted share units. As a result of the foregoing
grant, the Company has a total of 10,528,888 stock options or
restricted share units issued, representing approximately 7% of the
issued and outstanding share capital.
The grant of the Options and the renewed engagements of Simone
and Lock are subject to the approval of the TSX Venture Exchange
(the "TSXV").
Change in Auditor
The Company hereby provides notice pursuant to Section 4.11 of
National Instrument 51-102 of the resignation of MNP LLP (the
"Former Auditor") as the auditor of the
Corporation and the appointment of
Ernst & Young LLP (the "Successor Auditor")
in its place. The resignation of the Former Auditor
has been approved by the audit committee and the board of directors
of the Corporation and the appointment of the
Successor Auditor has been approved by the audit
committee and the board of directors of the Corporation, effective
December 1, 2021. There are no
reservations or modified opinions in the Former Auditor's reports
for the Company's financial statements for the "relevant period"
(as defined in NI 51-102) and there have been no "reportable
events" as defined in Section 4.11
of National Instrument 51-102.
Shares for Debt
The Company is also pleased to announce that it has entered into
shares for debt agreements, to satisfy an aggregate of $15,750 ("Debt") in relation to accrued
but unpaid portions of the interest payments outstanding
("Interest") under certain convertible debentures of the
Company (the "Debentures"). The Debt will be satisfied by
the issuance of common shares ("Shares") of the Company. The
creditors include certain related parties of the Company, including
Andre Lafleche, a director of the
Company, Niel Marotta, the CEO and a
director of the Company, Rachel
Goldman, a director of the Company and Jennifer Welsh, the CFO of the Company
(collectively, the "Related Parties"). Every other creditor
is an arm's length party who subscribed for convertible debentures
of the Company.
An aggregate of 57,269 Shares at a deemed price of $0.275 per Share are proposed to be issued to the
creditors which includes an aggregate of 51,815 Shares to be issued
to the Related Parties. An aggregate of 36,362 Shares are proposed
to be issued to Andre Lafleche, a
director of the Company, representing the extinguishment of
$10,000 in Interest amounts owing. An
aggregate of 9,090 Shares are proposed to be issued to the
Company's CEO, Niel Marotta
representing the extinguishment of $2,500 in Interest amounts owing. An aggregate of
4,545 Shares are proposed to be issued to Rachel Goldman, a director of the Company,
representing the extinguishment of $1,250 in Interest amounts owing. An aggregate of
1,818 Shares are proposed to be issued to the Company's CFO,
Jennifer Welsh representing the
extinguishment of $500 in Interest
amounts owing.
The Company offered all Debenture holders the opportunity to
elect to receive common shares of the Company in lieu of a cash
payment for the Interest in order to preserve its cash for
development of its business. The Shares will be issued upon
acceptance by the TSXV. 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 TSXV.
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
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 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, Slow
Ride Bakery Cookies, Jewels Chewable Tablets, Ruby®
Cannabis Sugar, Sapphire™ Cannabis Salt, Grön edibles, as well as
capsules, pre-rolls and premium flower under the INDIVA 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
Company's future operations, future results, future product
offerings and compliance with applicable regulations. Various
assumptions or factors are typically applied in drawing conclusions
or making the forecasts or projections set out in forward-looking
information. Those assumptions and factors are based on information
currently available to the parties. The material factors and
assumptions include the parties being able to maintain the
necessary regulatory and other third parties' approvals and
licensing and other risks associated with regulated entities in the
cannabis industry. The forward-looking information contained in
this release is made as of the date hereof and the parties are not
obligated to update or revise any forward-looking information,
whether as a result of new information, future events or otherwise,
except as required by applicable securities laws. Because of the
risks, uncertainties and assumptions contained herein, investors
should not place undue reliance on forward looking information. The
foregoing statements expressly qualify any forward-looking
information contained herein.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities in
the United States. The securities
have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act") or
any state securities laws and may not be offered or sold within
the United States or to U.S.
Persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available. Not for distribution to U.S. Newswire
Services or for dissemination in the
United States. Any failure to comply with this restriction
may constitute a violation of U.S. Securities laws.
View original content to download
multimedia:https://www.prnewswire.com/news-releases/indiva-announces-appointment-of-new-director-incentive-stock-option-grant-change-of-auditor-and-interest-payment-on-debenture-301446354.html
SOURCE Indiva Limited
