INDIVA Acquires Approximately 5% of Bhang Corporation



LONDON, ON, April 19, 2018 /CNW/ - INDIVA Limited (the "Company" or "INDIVA") (TSX-V:NDVA) is pleased to announce a 50/50 joint venture with, and a USD $1 million investment into, Bhang Corporation ("Bhang"), an award-winning licensor of cannabis and CBD edibles and concentrates. The joint venture (the "JV"), which is managed by INDIVA, has exclusive rights to manufacture and sell Bhang products in Canada and the right to export those products internationally.

INDIVA and Bhang Joint Venture

Bhang is an intellectual property company which licenses rights to a full range of cannabis and CBD products, including chocolates, gums and oral sprays, isolates, vapes and vape cartridges and accessories. Through the JV, INDIVA becomes the exclusive licensed manufacturer and distributor of a full array of award winning products in Canada and the exclusive licensed exporter of such products internationally.

The JV will be operated through an Ontario corporation owned 50/50 by INDIVA and Bhang. INDIVA is the manager of the JV and has committed to investing USD $5 million in building cannabis processing infrastructure and, in addition to being able to use such infrastructure to produce INDIVA branded products, making that infrastructure available to the JV. Bhang is contributing its know-how and intellectual property, including its trademarks and patents, to the JV and will collaborate with INDIVA on sales and marketing. Each of the parties has committed to contribute equally to the working capital of the JV.

It is expected that the cannabis and CBD products produced by the joint venture will be sold in Canada primarily in the adult-use cannabis market (sometimes referred to as "the recreational market"), which is expected to launch in the summer or fall of 2018. Subject to compliance with applicable laws and regulations, it is expected that Bhang branding will be most prominent on the packaging but all packages will also visibly display INDIVA branding i.e. "Powered by INDIVA".

"The joint venture allows us to leap frog over the years and millions of dollars of research and development that other Canadian licensed producers will need to spend to successfully produce high quality cannabis and CBD products," explained Koby Smutylo, Chief Operating Officer and General Counsel, INDIVA. "We will also benefit from the large consumer following Bhang products enjoy in Canada and worldwide," he continued.

"Our stated strategy is to build a strong and experienced team" commented Niel Marotta, Chief Executive Officer, INDIVA. "This joint venture and other strategic relationships we are building in Canada, and internationally are the further manifestation of this strategy."

According to Bhang's Chief Executive Officer, Scott Van Rixel, "We see our joint venture with INDIVA as an important step in our growing the Bhang brand beyond the United States. We are overwhelmed by the requests for Bhang products we receive from Canada, Europe, Asia and around the world. The joint venture finally gives us a platform to potentially be able to produce and supply those markets."

INDIVA Investment into Bhang

INDIVA has also entered into a share purchase agreement with Bhang to invest USD $1 million and thereby acquire a 4.9% equity interest on a fully-diluted basis in Bhang, a closely-held Nevada corporation. Bhang's business model is to license award winning cannabis and CBD products in compliance with applicable law through licensing agreements with 'plant touching' producers, manufacturers and distributors licensed in the United States.

"By investing in Bhang, which has a non-plant touching business model and award-winning products, INDIVA is positioned well to participate in the already massive but still growing United States adult and medical use cannabis and CBD markets." Explained Niel Marotta, CEO of INDIVA. "We believe Bhang is already a powerful brand in the United States and is taking the right steps to increase its market share by attracting quality licensees and financial partners," continued Mr. Marotta.

"We are pleased to have INDIVA not only as a business partner through the joint venture but also as an equity investor in Bhang. This investment aligns INDIVA and Bhang, allowing INDIVA to participate in Bhang's growth," observed Bhang's CEO, Scott Van Rixel.

The transactions contemplated herein are subject to the approval of the TSX Venture Exchange.

About BHANG

Leaders in the cannabis industry, the Bhang team licenses the most-awarded line of cannabis chocolate bars on the planet, as well as a premium collection of vapes, gums and mouth sprays. Developed by Scott Van Rixel, a professional chef and Master Chocolatier with 25+ years of chocolate-making experience, the artisan chocolate bars pair the best in fair-trade, sustainably-sourced cacao with adventurous flavors and high-quality, lab-tested, CO2-extracted cannabis oil. Patients across the country report they are thrilled with Bhang's consistency, reliability and premium quality. If you are 21+, please follow @bhang.chocolate on Instagram, @bhangchocolates on Facebook and @bhangchocolate onTwitter. #LiveLifeWithABhang #BhangFamily

About INDIVA

INDIVA is a Canadian supplier of high quality, medical grade cannabis. INDIVA's strain selection, cultivation and client care processes combine the know-how and experience of an internationally recognized and award-winning grow-team with GMP-compliant quality assurance standard operating procedures.

INDIVA's wholly owned subsidiary is a Licensed Producer under Canada's Access to Cannabis for Medical Purposes Regulation ("ACMPR") with its first indoor cannabis production facility located in London, Ontario.

INDIVA aims to become a global marijuana brand recognized for high quality cannabis products and excellent client care. As marijuana laws liberalize in Canada, INDIVA will expand its product offering to include safe edibles and other client-friendly cannabis products. In addition, as marijuana laws liberalize internationally, INDIVA will use its Canadian operations as a platform to open new markets for its cannabis products.

DISCLAIMER & 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 Transaction 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 JV, future international expansion, future product offerings, future entry into additional markets, changes to laws and regulations in Canada and internationally, and compliance with applicable laws and regulations. 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 parties being able to obtain the necessary corporate, regulatory and other third parties approvals; licensing and other risks associated with regulated ACMPR entities; and completion of satisfactory due diligence. 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.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.

SOURCE Indiva Limited

For further information: INDIVA: Niel Marotta, CEO, INDIVA, Phone: 613-883-8541, Email: [email protected]; Scott Van Rixel, CEO, Bhang Corporation, Email: [email protected]; Koby Smutylo, COO and GC, INDIVA, Phone: 613-869-5440, Email: [email protected]; Susan Mutterback, Public Relations, INDIVA, Phone: 519-649-6686 x227, Email: [email protected]