Indiva Limited — Capital/Financing Update 2020

Jan 23, 2020

FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1. Name and Address of Corporation

Indiva Limited (the " Company ") 333 Preston Street, Suite 710 Ottawa, Ontario K1S 5N4

Item 2. Date of Material Change

December 23, 2019 & January 20, 2020

Item 3.

News Release

A news release dated December 23, 2019 announcing the material change was disseminated on December 23, 2019, through the facilities of GlobeNewswire and filed under the Company’s profile on SEDAR at www.sedar.com.

A news release dated January 20, 2020 announcing the material change was disseminated on January 20, 2020, through the facilities of GlobeNewswire and filed under the Company’s profile on SEDAR at www.sedar.com.

Item 4. Summary of Material Change

On December 23, 2019, the Company announced that it has closed the first tranche of its nonbrokered private placement of unsecured convertible debentures (the “ Debentures ”) in the aggregate principal amount of $2,115,000 which formed part of its larger offering of up to the aggregate principal amount of $4,000,000 Debentures (the “ Offering ”)

On January 20, 2020, the Company announced that it has closed the second and final tranche of the Offering in the aggregate principal amount of $1,040,000.

The total amount raised by the Company in the Offering is $3,155,000.

The Debentures will:

• mature on the date that is 36 months from the date of issuance;

• bear interest at the rate of 10.0% per annum, computed on the basis of a 360-day year composed of twelve 30-day months, and payable semi-annually on the last day of June and December of each year, commencing on June 30, 2020; and

• be issued at a price of $1,000 per Debenture with each Debenture being convertible, at the option of the holder, into 5,000 common shares in the capital of the Company (each, a “ Share ”) at a conversion price of $0.20 per Share, subject to adjustments.

The Company received final acceptance of the Offering from the TSX Venture Exchange on January 22, 2020.

The proceeds the Offering are expected to be used by the Company for capital expenditures, equipment purchases and working capital purposes.

The Company has paid a cash finder's fee in connection with the Offering to certain finders in the aggregate amount of $6,300, which represents 7% of the gross proceeds received from the investors introduced to the Company by the finders.

The Debentures, and the Shares into which the Debentures may be converted (collectively, the “ Securities ”), are subject to restrictions on resale under applicable Canadian securities laws for a period of four months and one day from the issue date of the Debentures. 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.

Four insiders of the Company participated in this first tranche of the Offering and, as such, the issuance of the Debentures to such insiders is a “related party transaction” within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders 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 Debentures does not exceed 25% of the Company’s market capitalization.

Item 5. Full Description of Material Change

• 5.1 Full Description of Material Change

A full description of the material change is described in Item 4 above and in the attached news releases which are filed on SEDAR.

Disclosure Required by MI 61-101

Pursuant to MI 61-101, the Offering constituted a “related party transaction”, as four insiders of the Company, by virtue of being directors or officers of the Company (the " Insiders "), were subscribers under the Offering.

The following supplementary information is provided in accordance with Section 5.2 of MI 61‐101.

• (a) a description of the transaction and its material terms:

See item 4 above for a description of the Offering.

• (b) the purpose and business reasons for the transaction:

The Company completed the Offering in order to acquire additional funds with which to fund capital expenditures, equipment purchases and for working capital purposes.

• (c) the anticipated effect of the transaction on the issuer's business and affairs:

The Company does not anticipate any material effect on the Company’s business and affairs as a result of the completion of the Offering.

• (d) a description of:

• (i) the interest in the transaction of every interested party and of the related parties and associated entities of the interested parties:

The Insiders, as set out in (d)(ii) below, were issued Debentures for aggregate for gross proceeds of $760,000.

• (ii) the anticipated effect of the transaction on the percentage of securities of the issuer, or of an affiliated entity of the issuer, beneficially owned or controlled by each person or company referred to in subparagraph (i) for which there would be a material change in that percentage:

The following table sets out the effect of the Offering (including the second and final tranche of the Offering) on the percentage of Shares beneficially owned or controlled by the Insiders.

Name and Position	Dollar Amount of Debentures Purchased	Number of Debentures Purchased	No. of Shares held prior to the Closing of the Offering	Percentage of Issued and Outstanding Shares prior to Closing of the Offering(1)(2)	No. of Shares held on Closing of the Offering	Percentage of Issued and Outstanding Shares after to Closing of the Offering(1)(2)
Jennifer Welsh Chief Financial Officer	$10,000	10	Undiluted: 16,667 Diluted: 625,001	Undiluted: 0.02% Diluted: 0.74%	Undiluted: 16,667 Diluted: 675,001	Undiluted: 0.02% Diluted: 0.80%
John A Marotta Director (personally and via Marotta Investments Limited)	$500,000	500	Undiluted: 5,353,000 Diluted: 5,959,000	Undiluted: 6.40% Diluted: 7.08	Undiluted: 5,353,000 Diluted: 8,459,000	Undiluted: 6.40% Diluted: 9.76%
Andre Lafleche Director (via 2235315 Ontario Inc.)	$200,000	200	Undiluted: 2,523,564 Diluted: 2,803,680	Undiluted: 3.02% Diluted: 3.34%	Undiluted: 2,523,564 Diluted: 3,803,680	Undiluted: 3.02% Diluted: 4.48%
Niel Marotta Chief Executive Officer and Director	$50,000	50	Undiluted: 4,000,000 Diluted: 4,600,000	Undiluted: 4.79% Diluted: 5.46%	Undiluted: 4,000,000 Diluted: 4,850,000	Undiluted: 4.79% Diluted: 5.74%

• (1) Based on 83,588,269 Common Shares issued and outstanding as of the date hereof

• (2) “Undiluted” means the total number of Shares held on closing of the Offering. “Diluted” means on a on a partially diluted-basis following the completion of the Offering, comprised the Undiluted figure for a beneficial holder plus any Shares which would be issued to that beneficial holder on closing if all Debentures and other convertible securities issued to such beneficial holder were converted.

• (e) unless this information will be included in another disclosure document for the transaction, a discussion of the review and approval process adopted by the board of directors and the special committee, if any, of the issuer for the transaction, including a discussion of any materially contrary view or abstention by a director and any material disagreement between the board and the special committee:

All of the disinterested members of the board of directors of the Company (the “ Board ”) unanimously approved the Offering. The interested members of the Board, disclosed their interest to the Company and abstained from voting with respect to the part of the Offering in which such director had a disclosable interest.

• (f) a summary in accordance with section 6.5 of MI 61‐101, of the formal valuation, if any, obtained for the transaction, unless the formal valuation is included in its entirety in the material change report or will be included in its entirety in another disclosure document for the transaction:

Not applicable.

• (g) disclosure, in accordance with section 6.8 of MI 61‐101, of every prior valuation in respect of the issuer that related to the subject matter of or is otherwise relevant to the transaction:

• (i) that has been made in the 24 months before the date of the material change report:

Not applicable.

• (ii) the existence of which is known, after reasonable enquiry, to the issuer or to any director or officer of the issuer:

Not applicable.

• (h) the general nature and material terms of any agreement entered into by the issuer, or a related party of the issuer, with an interested party or a joint actor with an interested party, in connection with the transaction:

The Company entered into a subscription agreements with the Insiders pursuant to which the Insiders agreed to purchase the Debentures for aggregate consideration of $760,000. Such subscription agreements were on the same terms as the subscription agreements entered into between the Company and the other subscribers in the Offering.

• (i) disclosure of the formal valuation and minority approval exemptions, if any, on which the issuer is relying under sections 5.5 and 5.7 of MI 61‐101 respectively, and the facts supporting reliance on the exemptions:

The Offering is exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in Section 5.5(b) thereof, as the Shares are not listed on a market specified in MI 61-101, and from the minority shareholder approval requirement of MI 61101 by virtue of the exemption contained in Section 5.7(1)(a) thereof, in that the fair market value of the Debentures did not exceed 25% of the Company’s market capitalization as at the applicable date specified in MI 61-101.

As this material change report was filed following the closing of the Offering (and therefore less than 21 days before the closing of the Offering), there is a requirement under MI 61‐ 101 to explain why the shorter period is reasonable or necessary in the circumstances. A material change report was not filed by the Company 21 days before the closing of the first tranche or the second tranche of the Offering as the level of insider participation in each tranche was not known at that time and the Company moved to close the Offering immediately upon satisfaction of all applicable closing conditions. In the view of the Company, this was reasonable in the circumstances because the Company wished to complete the first tranche and the second tranche of the Offering as soon as practicable.

5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6. Reliance on Subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7. Omitted Information

None.

Item 8. Executive Officer

For further information, please contact:

Niel Marotta, Chief Executive Officer Telephone: 613-883-8541

Item 9. Date of Report

January 23, 2019

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

==> picture [278 x 104] intentionally omitted <==

INDIVA CLOSES FIRST TRANCHE OF $4 MILLION FINANCING

LONDON, Ontario – December 23, 2019 : Indiva Limited (the “ Company ” or “ Indiva ”) (TSXV:NDVA) (OTCQX:NDVAF) is pleased to announce the closing of the first tranche of its non-brokered private placement of unsecured convertible debentures (the “ Debentures ”) in the aggregate principal amount of $2,115,000, which forms part of its larger offering of up to the aggregate principal amount of $4,000,000 Debentures (the “ Offering ”).

As previously announced in the Company's December 9, 2019, news release, the Debentures will mature on the date that is 36 months from the date of issuance, bear interest at the rate of 10% per annum, computed on the basis of a 360-day year composed of twelve 30-day months, and payable semi-annually on the last day of June and December of each year, commencing on June 30, 2020. The Debentures will be issued at a price of $1,000 per Debenture with each Debenture being convertible, at the option of the holder, into 5,000 common shares in the capital of the Company (each, a “ Share ”) at a conversion price of $0.20 per Share, subject to adjustments. The Offering is subject to final approval from the TSX Venture Exchange.

The Company expects that the proceeds of the first tranche of the Offering will be used for capital expenditures, equipment purchases and working capital purposes.

The Company has paid a cash finder's fee in connection with the first tranche of the Offering to a finder in the aggregate amount of $2,800, which represents 7% of the gross proceeds received from the investor introduced to the Company by the finder. Insider participation totalled $410,000 of the first tranche.

The second tranche of the Offering is expected to consist of up to the aggregate principal amount of $1,885,000 in Debentures and be completed on or prior to January 20, 2020, at the Company’s discretion. The second tranche will only be funded upon, among other things, receipt of necessary approvals from the TSX Venture Exchange. The proceeds of the second tranche of the Offering are expected to be used by the Company for capital expenditures, equipment purchases and working capital purposes.

MI 61-101 Disclosure

Three insiders of the Company participated in this first tranche of the Offering and, as such, the issuance of the Debentures to such insiders is a “related-party transaction” within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders 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 Debentures does not exceed 25% of the Company’s market capitalization. A material change report was not filed by the Company 21 days before the closing of the first tranche of the Offering as the level of insider participation was not known at that time and the Company moved to close the Offering immediately upon satisfaction of all applicable closing conditions. In the view of the Company, this was reasonable in the circumstances because the Company wished to complete the first tranche of the Offering as soon as possible.

The Offering will be conducted by the Company utilizing the "accredited investor" exemption of National Instrument 45-106 – Prospectus and Registration Exemptions, and also other applicable exemptions available to the Company.

The Debentures, and the Shares into which the Debentures may be converted (collectively, the “ Securities ”), are subject to restrictions on resale under applicable Canadian securities laws for a period of four months and one day from December 23, 2019, the issue date of the Debentures.

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.

ABOUT INDIVA

Indiva’s family of cannabis brands set the standard for quality and innovation. Indiva aims to bring its exceptional portfolio of products to Canadians and cannabis enthusiasts around the world as laws permit. Indiva’s production facility, based in London, Ontario, includes a craft grow operation and an extraction and manufacturing space, which can process 70 tonnes of biomass annually and produce safe, highquality, cannabis-infused edibles. In Canada, Indiva will produce and distribute the award-winning Bhang® Chocolate, Ruby® Cannabis Sugar, Sapphire™ Cannabis Salt, Gems™, and other derivative products through license agreements and joint ventures. Click here to connect with Indiva on social media and here to find more information on the Company and its products.

MEDIA CONTACT Kate Abernathy Vice President of Communications Phone: 613-296-5764 Email: kabernathy@Indiva.com

INVESTOR CONTACT Steve Low Investor Relations Phone: 647-620-5101 Email: slow@Indiva.com

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) 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 use of proceeds of the Offering, the expectations of management regarding the use of proceeds of the Offering, TSX Venture Exchange approval of the Offering. These forward-looking statements are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Risks that could change or prevent these statements from coming to fruition include the Company may not conclude the Offering on terms favourable to the Company or at all; the TSX Venture Exchange may not provide final approval of the Offering; and proceeds of the Offering may not be used as stated in this news release. 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.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

==> picture [278 x 104] intentionally omitted <==

FOR IMMEDIATE RELEASE

INDIVA CLOSES FINAL TRANCHE OF ITS UNSECURED CONVERTIBLE DEBENTURE OFFERING

LONDON, Ontario – January 20, 2020 : Indiva Limited (the “ Company ” or “ Indiva ”) (TSXV:NDVA) (OTCQX:NDVAF) is pleased to announce that further to its news release dated December 9, 2019, and December 23, 2019, it has closed the second and final tranche of its non-brokered private placement of unsecured convertible debentures (the “ Debentures ”) in the aggregate principal amount of $1,040,000 (the “ Final Tranche ”). This brings the total funds raised for this private placement to $3,155,000 (the “ Offering ”).

As previously announced in the Company's December 9, 2019, news release, the Debentures will mature on the date that is 36 months from the date of issuance, bear interest at the rate of 10% per annum, computed on the basis of a 360-day year composed of twelve 30-day months, and payable semi-annually on the last day of June and December of each year, commencing on June 30, 2020. The Debentures will be issued at a price of $1,000 per Debenture with each Debenture being convertible, at the option of the holder, into 5,000 common shares in the capital of the Company (each, a “ Share ”) at a conversion price of $0.20 per Share, subject to adjustments. The Offering is subject to final approval from the TSX Venture Exchange.

The Company expects that the proceeds of the Offering will be used for capital expenditures, equipment purchases and working capital purposes.

The Company has paid a cash finder's fee in connection with the Final Tranche to a finder in the aggregate amount of $3,500, which represents 7% of the gross proceeds received from the investor introduced to the Company by the finder. Insider participation in the Offering totalled $760,000.

MI 61-101 Disclosure

Three insiders of the Company participated in the Final Tranche and, as such, the issuance of the Debentures to such insiders is a “related-party transaction” within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders 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 into which the Debentures are convertible 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 Debentures

does not exceed 25% of the Company’s market capitalization. A material change report was not filed by the Company 21 days before the closing of the Final Tranche as the level of insider participation was not known at that time and the Company moved to close the Final Tranche immediately upon satisfaction of all applicable closing conditions. In the view of the Company, this was reasonable in the circumstances because the Company wished to complete the Final Tranche as soon as possible.

The Offering will be conducted by the Company utilizing the "accredited investor" exemption of National Instrument 45-106 – Prospectus and Registration Exemptions, and also other applicable exemptions available to the Company.

The Debentures issued in the Final Tranche, and the shares into which the Debentures issued in the Final Tranche may be converted (collectively, the “ Securities ”), are subject to restrictions on resale under applicable Canadian securities laws for a period of four months and one day from January 20, 2020, the issue date of the Debentures issued in the Final Tranche.

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.

ABOUT INDIVA

Indiva’s family of cannabis brands set the standard for quality and innovation. Indiva aims to bring its exceptional portfolio of products to Canadians and cannabis enthusiasts around the world as laws permit. Indiva’s production facility, based in London, Ontario, includes a craft grow operation and an extraction and manufacturing space, which can process 70 tonnes of biomass annually and produce safe, highquality, cannabis-infused edibles. In Canada, Indiva will produce and distribute the award-winning Bhang® Chocolate, Ruby® Cannabis Sugar, Sapphire™ Cannabis Salt, Gems™, and other derivative products through license agreements and joint ventures. Click here to connect with Indiva on social media and here to find more information on the Company and its products.

MEDIA CONTACT Kate Abernathy Vice President of Communications Phone: 613-296-5764 Email: kabernathy@Indiva.com

INVESTOR CONTACT Steve Low Investor Relations Phone: 647-620-5101 Email: slow@Indiva.com

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) 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 use of proceeds of the Offering, the expectations of management regarding the use of proceeds of the Offering, TSX Venture Exchange approval of the Offering. These forward-looking statements are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Risks that could change or prevent these statements from coming to fruition include the Company may not conclude the Offering on terms favourable to the Company or at all; the TSX Venture Exchange may not provide final approval of the Offering; and proceeds of the Offering may not be used as stated in this news release. 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.