INDIVA ANNOUNCES SHARES FOR DEBT TRANSACTION

LONDON, ON, July 14, 2022 /PRNewswire/ - Indiva Limited (the "Company" or "Indiva") (TSXV: NDVA) (OTCQX: NDVAF) is pleased to announce that it has entered into a shares for debt agreement (the "Agreement"), to satisfy an aggregate of $172,075.98 of the Company's outstanding debt (the "Indebtedness") related to accrued but unpaid portions of the interest payments outstanding under certain convertible debentures of the Company (the "Debentures") as well as certain trade payables for products and services provided to the Company. An aggregate of 1,012,209 common shares in the capital of the Company (the "Shares") at a deemed price of $0.17 per Share are proposed to be issued to the creditor. The creditors include certain related parties of the Company, including, Niel Marotta, the CEO and a director of the Company, Jennifer Welsh, the CFO of the Company, and Rachel Goldman, a director of the Company (collectively, the "Related Parties"). Every other creditor is an arm's length party who subscribed for convertible debentures of the Company.

The Company offered all Debenture holders the opportunity to elect to receive common shares of the Company in lieu of a cash payment in order to preserve its cash for development of its business. The Shares will be issued upon acceptance by the TSX Venture Exchange. 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 TSX Venture Exchange.

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 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.

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, Jewels Chewable Tablets, Grön edibles, Dime Industries^TM vape products, as well as capsules, edibles, extracts, pre-rolls and premium flower under the INDIVA, Indiva Life 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.

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 approval of the TSX Venture Exchange of the transactions contemplated herein. All such statements involve substantial known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to vary from those expressed or implied by such forward-looking statements. Forward-looking statements reflect current expectations regarding future events and operating performance and speak only as of the date of this news release. Forward-looking statements involve significant risks and uncertainties, they should not be read as guarantees of future performance or results. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to, the Company satisfying the conditions for TSX Venture Exchange approval of the transactions herein. Although the forward-looking statements contained in this news release are based upon what management believes are reasonable assumptions on the date of this news release, the Company cannot assure investors that actual results will be consistent with these forward-looking statements.

None of the Securities have been or will be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities, in any jurisdiction in which such offer, solicitation or sale would require registration or otherwise be unlawful.

SOURCE Indiva Limited