Indiva Announces Increase and Amendment to Term Loan Facility with Sundial Growers Inc. Providing Additional Non-Dilutive Capital
October 5th, 2021
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.
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
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