/NOT FOR DISTRIBUTION IN THE UNITED STATES OR
OVER U.S. NEWSWIRE SERVICES/
IMMEDIATE CASH FLOW IMPROVEMENT THROUGH TERMINATION OF
WHITE-LABEL LICENSING AND MANUFACTURING AGREEMENT WITH DYCAR
PHARMACEUTICALS LTD.
SIGNIFICANT INSIDER SUPPORT THROUGH WARRANT INCENTIVE PROGRAM
BOLSTERS BALANCE SHEET
NEW PRODUCT LAUNCHES CONTINUE TO DRIVE ORGANIC GROWTH
LONDON, ON, Oct. 5, 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 Sundial Growers Inc.
("Sundial") has provided an additional $8,500,000 in available funds to Indiva (the
"Additional Funds") and has amended the terms of its
existing non-revolving term loan facility with Sundial (the
"Amended Term Loan"), bringing the total
principal amount of the Term Loan including accrued and deferred
interest to $19,751,905 (the
"Principal Amount"). Indiva has also entered into a
settlement and termination agreement (the "Termination
Agreement") with Dycar Pharmaceuticals Ltd. ("Dycar")
whereby the parties have agreed to terminate and settle all matters
between them in relation to the licensing and manufacturing
agreement, as amended, entered into on February 18, 2020 (the "Manufacturing
Agreement").
The Amended Term Loan matures on February
23, 2024 or upon an event of default (the "Maturity
Date") and bears an interest rate of 15% per annum. 100% of
accrued interest is payable in cash and accrued on a monthly basis.
Upon a change of control of Indiva or the repayment by Indiva of
all of its obligations under the Amended Term Loan, Indiva shall be
required to have paid to Sundial a multiple on invested capital of
1.375 times the Principal Amount (the "MOIC"). No additional
interest shall be payable such that the aggregate amount paid by
Indiva to Sundial will not exceed the MOIC.
Indiva intends to use the Additional Funds to satisfy its
obligations under the Termination Agreement. Under the terms of the
Termination Agreement, Dycar has received total cash consideration
of $8,380,959, and the
Manufacturing Agreement has been terminated. Dycar and Indiva have
also agreed to enter into a mutual release of all existing and
potential claims between them. Indiva will continue to provide
Dycar with certain limited transitional services not to extend past
January 31, 2022.
ATB Capital Markets Inc. ("ATB") acted as exclusive financial
advisor to Indiva for the Amended Term Loan. In connection with the
Amended Term Loan, Indiva has agreed to pay to ATB a cash
commission equal to $250,000.
New Product Launch
Indiva is pleased to announce an array of new products and
seasonal offerings which will be on store shelves and available
through provincial wholesaler websites to of-age Canadians in
2021:
- Wana Sour Gummies: Leading the way with innovation, and
building on its category leadership, Indiva will introduce five new
Wana Gummie SKUs in the last quarter of 2021. New products include
two new large-format high CBD flavours including Strawberry 10:1,
which is already available in certain markets, and Blood Orange
20:1, expected to hit shelves later in 2021. Each package will
contain 10 gummies. Additionally, Indiva will introduce three new
Wana Quick SKUs including Tropical Punch Indica, Lemon Cream Hybrid
and Wana Quick Midnight Berry Indica "sleep" gummies in the coming
weeks. The Wana Quick Midnight Berry Indica gummies will come two
per package, and will be loaded with 5mg of CBN per gummie, in
addition to 2mg of THC and 10mg of CBD.
- Bhang Chocolate: Just in time for the holidays, Indiva will
bring a new seasonal chocolate SKU to the Canadian market with
Bhang THC Candy Cane White Chocolate. Each Bhang THC Candy Cane
White Chocolate contains 10mg of THC and real candy cane
pieces.
- Slow Ride Bakery Cookies: Indiva will bring two new holiday
cookies from Slow Ride Bakery, including Merry Cherry Chocolate and
Festive Sprinkle Sugar Cookies. Each package contains one cookie
with 10mg of THC.
- Jewels: Chewable tablets, perfect for micro-dosing, are made by
combining the infused "Ruby" Sugar
with powdered fruit, and pressed into a chewable tablet, to create
a unique and delicious taste and texture. Jewels will come in
packages of 10 tablets, and be available in two flavours: Raspberry
and Strawberry. Raspberry Jewels will contain 1mg of THC per tablet
and Strawberry Jewels will contain 1mg of THC and 1mg of CBD per
tablet.
- Artisan Batch: Indiva is delighted to bring new cultivars
to the super-premium flower category from Purplefarm Genetics. The
first strain will be called Sour Glue. Like all Artisan Batch
product, Purplefarm strains have high potency, high terpene
percentages, excellent bag appeal and guaranteed freshness.
"We are delighted to continue to drive organic growth, and
industry leading market share in the edibles category, by bringing
new, innovative cannabis products to of-age Canadians. With a total
of 10 new edible SKUs and several new super-premium flower SKUs to
hit the market in the 4th quarter of 2021, Indiva will
continue to build on its strength of producing differentiated
products from our key brands, including Wana Sour Gummies, Bhang
Chocolate, Slow Ride Bakery, Jewels and Artisan Batch," said
Niel Marotta, President and Chief
Executive Officer of Indiva. "We are also very pleased with the
continued support from Sundial. The Amended Term Loan, and
termination and repayment of all obligations under the Dycar
Manufacturing Agreement, effectively lowers Indiva's cost of
capital, and will be immediately accretive to earnings and cash
flow."
Warrant Incentive Program Update With Strong Initial Insider
Support
Further to the previously announced warrant exercise incentive
program (the "Incentive Program") on September 22, 2021, the Company is pleased to
announce that of the 17,184,996 outstanding common share purchase
warrants (the "Warrants") eligible to participate in the
Incentive Program, it has received commitments for the exercise of
8,016,666 Warrants, representing $3,206,666 in aggregate gross
proceeds to the Company. Pursuant to these commitments, the holders
thereof will receive, in the aggregate and at no additional cost,
one-half of one newly issued common share purchase warrant (each an
"Incentive Warrant"), with each whole Incentive Warrant
exercisable into one common share for a period of five (5) years
from the issue date at an exercise price of $0.45. The Incentive Warrants and any common
shares issued upon the exercise of the Incentive Warrants will be
subject to a hold period expiring four months plus one day after
the date of distribution of the Incentive Warrants.
Holders of Warrants eligible to participate in the Incentive
Program who would like to participate in the Incentive Program have
until October 12, 2021 to exercise
their Warrants in the manner set forth in the letter delivered to
the registered holders of the Warrants. Any Warrants that are not
exercised prior to October 12, 2021
will remain outstanding in accordance with their original terms,
and in particular, will no longer be eligible to participate in the
Incentive Program.
The Company has received conditional approval from the TSX
Venture Exchange for the Incentive Program which is subject to the
receipt of applicable regulatory approvals, including the final
approval of the TSX Venture Exchange.
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, 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
Amended Term Loan, the Termination Agreement, other matters beyond
the Company's control and the use of proceeds. 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 ability of Indiva to satisfy its debt
obligations under the Amended Term Loan, the impact of the
Termination Agreement and associated mutual release on Indiva 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.
The securities offered have not been, and will not be,
registered under the U.S. Securities Act or 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 U.S.
Securities Act and applicable U.S. state securities laws. This
press 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.
SOURCE Indiva Limited
