Indiva Limited — Capital/Financing Update 2021

Mar 1, 2021

Form 51-102F3 Material Change Report

Item 1 Name and Address of Company Indiva Limited (“ Indiva ” or the “ Company ”) 333 Preston Street, Suite 710 Ottawa, Ontario K1S 5N4 Item 2 Date of Material Change February 23, 2021 Item 3 News Release

The news release was disseminated on February 23, 2021 through Globe Newswire and filed on SEDAR.

Item 4 Summary of Material Change

On February 23, 2021, the Company announced the closing of a brokered private placement offering (the " Placement ") of 25,000,000 common shares in the capital of the Company (each, a “ Share ”) for aggregate gross proceeds of $11,000,000. In addition, the Company announced that it had entered into a secured non-revolving term loan facility n the principal amount of $11,000,000 (the " Term Loan " and together with the Placement, the " Investment ").

Item 5.1 Full Description of Material Change

The Investment was completed by way of a brokered private placement led by ATB Capital Markets Inc. (" ATB " or the " Agent ") of 25,000,000 Shares at a price of $0.44 per Share, raising gross proceeds of $11,000,000 (the " Equity Investment ") and a secured non-revolving term loan facility to Indiva in the principal amount of $11,000,000. Sundial Growers Inc. (" Sundial ") was the sole subscriber in the Placement and sole lender of the Term Loan.

The Term Loan matures on February 23, 2024 (the " Maturity Date ") and bears an interest rate of 9% per annum. 50% of accrued interest is payable in cash on the last day of each month and the remaining 50% of accrued interest is payable, at the option of Indiva, (i) in cash on the last day of each month, or (ii) payable in arrears on the Maturity Date. The Term Loan was issued at an original issue discount of 4% and provides that upon a change of control of Indiva, Sundial shall have the option exercisable within 60 days to require Indiva to prepay 104% of the outstanding principal amount of the Term Loan and all accrued and unpaid interest. The Term Loan is secured by a charge over all of the Company’s property and is due and payable in full on or before the Maturity Date. The Term Loan is not convertible into securities of the Company.

Pursuant to the Investment, Sundial and Indiva entered into an investor rights agreement (the " IRA ") whereby Sundial was granted the right to participate in future equity financings to maintain its pro-rata ownership in Indiva and registration rights, subject to

1

customary limits and exceptions. In addition, the IRA provides that in the event Indiva completes a further offering of securities, which contain warrants, in the ninety (90) days following the closing of the Investment (a " Further Offering "), it shall issue to Sundial, for no additional consideration, and on the terms of such warrants offered in the Further Offering, such number of warrants equal to the number of warrants Sundial would have received had the Equity Investment been made in the Further Offering (the "Conditional Warrants"). Any issuance of Conditional Warrants is subject to the prior approval of the TSX Venture Exchange (the " TSXV ") and if issued, will contain a provision preventing their exercise if, following such exercise, Sundial or its affiliates would hold greater than 19.9% of the issued and outstanding Common Shares and have a maximum term of five (5) years.

Proceeds from the Investment were used to extinguish $10,132,969.55 in existing debt obligations of the Company. The balance of the proceeds from the Investment will be used for working capital and other general corporate purposes.

The Common Shares issued under the Placement will be subject to a statutory hold period of four months and one day following the closing of the Placement.

Pursuant to the Investment, Indiva paid to ATB: (a) a cash commission equal to $330,000 being 3.0% of the aggregate gross proceeds from the Placement; and (b) a financial advisory fee of $220,000, being 2.0% of the principal amount of the Term Loan.

Immediately prior to the Placement, Sundial and its affiliates held no Shares or securities convertible into Shares. Upon the closing of the Placement Sundial and its affiliates exercise control and direction over 18.45% of the issued and outstanding Shares. The Shares were acquired for investment purposes and to the knowledge of the Company as of the date hereof, Sundial and its affiliates have no current intention to acquire control or direction over additional securities of Indiva above 19.9% of the issued and outstanding Shares, either alone or together with any joint actors. Sundial will file any required reports under National Instrument 62-103 - The Early Warning System and Related TakeOver Bid and Insider Reporting Issues .

Item 6

Reliance on subsection 7.1(2) of National Instrument 51-102

Not Applicable

Item 7

Omitted Information

No significant facts remain confidential in, or no information has been omitted from, this report.

Item 8

Executive Officer

For more information, please contact Niel Marotta, Chief Executive Officer Telephone: (613) 883-8541

Item 9 Date of report:

March 1, 2021