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 it intends to seek approval from the TSX Venture Exchange (the “Exchange”) and each of the outstanding holders (collectively, the “Holders”) of the aggregate amount of $2,990,000 10% interest bearing unsecured convertible debentures, convertible into common shares in the capital of the Company (“Common Shares"), which were issued on December 23, 2019, January 20, 2020 and February 4, 2020 by way of private placements (collectively, the “Debentures”), to amend the terms of the Debentures.

Under the proposed amendment to the Debentures (the "Proposed Amendments") the Company will: (i) extend the maturity date of the Debentures to December 31, 2024; and (ii) decrease the conversion price of the Debentures to $0.15 per Common Share. No other terms of the Debentures are proposed to be amended.

Of the Debentures outstanding, $810,000 are set to mature on December 23, 2022 and have a conversion price of $0.20, $680,000 are set to mature on January 20, 2023 and have a conversion price of $0.20 and $1,500,000 are set to mature on February 4, 2023 and have a conversion price of $0.25.

The Company has received indications that Holders of approximately $2,665,000 of Debentures will agree to the Proposed Amendment. Debentures whose Holders do not choose to participate in the Proposed Amendment will continue to hold such Debentures under the original terms.

The Proposed Amendments are subject to Exchange approval.

Certain of the Company’s directors and officers are holders of the Debentures, and the Proposed Amendments would constitute a "related party transaction" as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Proposed Amendments are exempt from the valuation requirement of MI 61-101 by the virtue of the exemption contained in section 5.5(b) as the Company’s shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in Section 5.7(1)(a) as the fair market value does not exceed 25% of the Company’s market capitalization.

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

General

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 news release and neither of the foregoing entities accepts responsibility for the adequacy or accuracy of this news release or has in any way approved or disapproved of the contents of this news release.

Certain statements contained in this news 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 news release contains forward-looking information relating to, among other things, (i) information concerning the Proposed Amendments, and (ii) receipt of Exchange approval of the Proposed Amendments. 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 Company, and include, without limitation, assumptions about the Company's future business objectives, goals, and capabilities, the cannabis market, the regulatory framework applicable to the Company and its operations, and the Company's financial resources. Although the Company believes that the assumptions underlying, and the expectations reflected in, forward-looking statements in this news release are reasonable, it can give no assurance that such expectations will prove to have been correct. A number of factors could cause actual events, performance or results to differ materially from what is projected in the forward-looking statements. Specifically, readers are cautioned that forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, as applicable, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking information contained in this news release is made as of the date hereof and the Company is not obligated to, and does not undertake 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 inherent in forward-looking information, investors should not place undue reliance on forward looking information. The foregoing statements expressly qualify any forward-looking information contained herein.