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.

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, 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.

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 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.

This article was published by CFN Enterprises Inc. (OTCQB: CNFN), owner and operator of CFN Media, the industry’s leading agency and digital financial media network dedicated to the burgeoning CBD and legal cannabis industries. Call +1 (833) 420-CNFN for more information.

About Ryan Allway

Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.

Toronto, Ontario–(Newsfile Corp. – April 14, 2022) – Silo Wellness Inc. (CSE: SILO) (OTCQB: SILFF) (FSE: 3K70) (“Silo Wellness” or the “Company“), a leading global psychedelics company, is pleased to announce that Alpha Blue Ocean (“ABO“), is supporting the Company’s growth with this new CAD$5,950,000 financing arrangement. The Company entered into a subscription agreement (the “Subscription Agreement“) with Global Tech Opportunities 14 (the “Subscriber“), that provides for the issuance of convertible debentures (each, a “Convertible Debenture“). The Company intends to use the proceeds to finance manufacturing of the Marley One brand for an existing purchase order and general working capital purposes. The Subscriber is an investment fund managed by Alpha Blue Ocean (“ABO“).

“As a publicly-traded psychedelics company offering psychedelics to guests in Jamaica and functional mushroom products across the U.S. and U.K., we welcome this transaction and the opportunity to work with Alpha Blue Ocean,” commented Douglas K. Gordon, Silo Wellness’s CEO. “This new capital will allow us to strengthen our balance sheet and focus on shareholder value creation through the expansion of our business model and, most directly, the growth of our Marley One line of functional mushroom products.”

“We are pleased to be Silo’s financing partner to help the team’s mission of providing psychedelic and functional mushrooms in Jamaica and beyond. With a strong brand such as Marley One, as well as access to capital through our facility, Silo can become an important global player in the functional mushroom market which saw a market value greater than USD 25 billion in 2020,” said Amine Nedjai, ABO’s CEO.

The Subscription Agreement provides a commitment to fund the Corporation up to $5,950,000 (the “Total Commitment“) by subscribing for $7,300,000 aggregate principal amount of Convertible Debentures, inclusive of the Commitment Fee (defined below), in twenty (20) tranches, each in the aggregate principal amount of $350,000 (each, a “Tranche“), convertible upon notice at the lower of (i) the closing price of the Common Shares on the CSE at the time of delivery of the relevant Conversion Notice to the Corporation (or, in the event of the automatic conversion of the Outstanding Principal upon the maturity of this Convertible Debenture, the Maturity Date); and (ii) $0.05 (five cents); the Convertible Debentures shall be subscribed for at a subscription price of eighty-five percent (85%) of the par value of the Convertible Debentures. 41,650,000 warrants exercisable at $0.05 shall be attached to the first Tranche.

In the event that the Conversion Price is greater than the lowest daily volume-weighted average price observed over a period of fifteen (15) trading days immediately preceding the date of the relevant conversion notice (or, where no conversion notice is given, the relevant maturity date of the Convertible Debentures) (the “Theoretical Conversion Price“), the Company will be required to pay the Subscriber a make-whole amount to compensate the Subscriber for the difference between the actual conversion price and the Theoretical Conversion Price (each, a “Make-Whole Amount“).

In connection with the Subscription Agreement, the Company has agreed to pay the Subscriber a commitment fee of $300,000 (the “Commitment Fee“), where $150,000 shall be added to the principal amount of the Debentures issued in connection with each of the first two Tranches. Additionally, before the second tranche is funded, a number of free trading shares must be lent to the Subscriber by certain shareholders pursuant to Share Lending Agreements that have already been executed by the relevant parties, and the Company shall have completed a twenty to one consolidation of the Common Shares.

Upon the occurrence of certain events of default or a change of control, as set forth in the Subscription Agreement, the Convertible Debentures may, at the discretion of the Subscriber, be redeemed in cash prior to the maturity at price equal to 105% of the principal amount then outstanding. The Subscription Agreement also contains provisions preventing the Company from issuing Convertible Debentures if the issuance of such Convertible Debentures would result in the Subscriber holding beneficial ownership or control of greater than 19.9% of the Common Shares (issued and outstanding). This financing is in lieu of the previously announced transaction with Orthogonal Thinker which has been terminated.

Further information regarding the financing can be found in the Subscription Agreement, which will be posted to the Company’s SEDAR profile on www.sedar.com.

ABOUT SILO WELLNESS

Silo Wellness is a growth-oriented holding company focused on functional mushroom and psychedelic opportunities that benefit from a unified ecosystem and exceptional leadership. Founded in 2018 and headquartered in Toronto, Silo Wellness has operations in Jamaica and Oregon. Silo Wellness is a publicly-traded company on the Canadian (CSE: SILO) and Frankfurt (FSE: CK70) exchanges and trading on the OTCQB Venture Market (OTCQB: SILFF).

Silo Wellness offers a diverse and growing portfolio of functional mushroom products, psychedelic wellness retreats in Jamaica and Oregon, cultivation of psychedelic mushrooms and truffles in Jamaica, development of a brick-and-mortar smart shop in Jamaica, and intellectual property, focused initially on the commercialization of its metered-dosing psilocybin nasal spray.

In March 2021, Silo Wellness announced a multi-year licensing agreement with the family of legendary musician Bob Marley for the exclusive worldwide rights to brand, market and sell a distinct product line of functional and psychedelic mushrooms. The Marley One line of functional mushrooms is available at www.MarleyOne.com.

For more information about Silo Wellness, please visit www.silowellness.com.

For further information, please contact:

Silo Wellness Company Contact:

Mike Arnold, President
541-900-5871
[email protected]

ABOUT ALPHA BLUE OCEAN

ABO was created in 2017 by Pierre Vannineuse, Hugo Pingray and Amaury Mamou-Mani. ABO is a young and dynamic investment fund manager with the mission of revolutionizing the financial industry by offering innovative financing solutions. ABO implements a direct, rational and efficient approach by offering alternative financing solutions. In other words, flexible solutions for listed companies also referred to as PIPEs (Private Investment in Public Equity). ABO has executed more than 80 transactions since its inception with financial engagements of more than €1.5 billion.

Press Contacts:

Rajae Elantari – +971 58 539 7678 – [email protected]
Samuel Botton – 06 84 79 99 61 – [email protected]

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION: This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates, and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking information may relate to anticipated events or results including, but not limited to the issuance of Convertible Debentures, the payment of any Make-Whole Amount, the future payment of the Debenture Commitment Fee, management’s plans regarding Marley One and the performance of any purchase orders, and the Company’s future business plans. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, regulatory, political and social uncertainties and the potential impact of COVID-19. Such risks and uncertainties include, among others, the risk factors included in Silo Wellness’s continuous disclosure documents available on www.sedar.com. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.

Readers should not place undue reliance on the forward-looking statements and information contained in this news release. Silo Wellness assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS REGULATION SERVICES PROVIDER ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

This article was published by CFN Enterprises Inc. (OTCQB: CNFN), owner and operator of CFN Media, the industry’s leading agency and digital financial media network dedicated to the burgeoning CBD and legal cannabis industries. Call +1 (833) 420-CNFN for more information.

About Ryan Allway

Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.