Indiva and Rainmaker Resources close $5.76M first tranche of private placement

News Release

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Indiva Corporation and Rainmaker Resources Ltd. Close First Tranche of Subscription Receipt Financing

LONDON, ON AND VANCOUVER, BC– (Monday, August 28, 2017): INDIVA Corporation (“Indiva” or the “Company”) and Rainmaker Resources Ltd. (“Rainmaker”) (TSX-V:RIR) are pleased to announce closing of the first tranche of the subscription receipt (“Subscription Receipt”) financing of Rainmaker (the “First Tranche”) previously announced in a press release issued on June 1, 2017 (the “Offering”).
In this First Tranche, Rainmaker issued 7,674,609 Subscription Receipts at a price of $0.75 per Subscription Receipt for aggregate gross proceeds of $5,755,956.75.

“We raised $2.1mm in June, 2017, to initiate our facility expansion planning and now securing these additional funds gives us confidence to commence our facility expansion to 36,000 square feet, which we expect to complete in 2018,” explained Niel Marotta, CEO of Indiva.

The Offering is being completed in connection with Rainmaker’s acquisition (the “Transaction”) of 100% of the issued and outstanding shares of Indiva, whose wholly owned subsidiary is a Licensed Producer of medical cannabis pursuant to Canada’s Access to Cannabis for Medical Purposes Regulations.

The aggregate gross proceeds of the Offering (the “Escrowed Funds”) will be held in escrow pending the satisfaction of certain conditions (the “Escrow Release Conditions”) set out in a subscription receipt agreement (the “Subscription Receipt Agreement”) entered into between Rainmaker, Indiva, and Computershare Trust Company of Canada (the “Subscription Receipt Agent”). Upon satisfaction of the Escrow Release Conditions, each Subscription Receipt will automatically convert without any payment of additional consideration by the holder thereof into one common share (each, a “Common Share”) in the capital of the issuer resulting from the amalgamation of Indiva and Rainmaker, such amalgamation to follow the consolidation of Rainmaker’s outstanding Common Shares on a 10.88:1 basis.

The Escrow Release Conditions are contained in the Subscription Receipt Agreement which will be filed under Rainmaker’s SEDAR profile in due course. Certain key Escrow Release Conditions include the receipt of all the necessary regulatory and shareholder approvals for the Transaction including approval of the TSX Venture Exchange and the entering into by Rainmaker and Indiva of a definitive agreement with respect to the Transaction. The escrow release deadline under the Subscription Receipt Agreement shall be December 31, 2017.

Indiva and Rainmaker have engaged Sunel Securities Inc. (“Sunel”) to act as agent in connection with the Offering. Sunel will receive a cash commission in the amount of $315,000 and 420,000 advisory warrants (each, a “Broker Warrant”) that will entitle Sunel to acquire, at an exercise price of $0.75 per Broker Warrant, one Common Share for a period of 24 months following closing of the Transaction.

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.

CONTACT INFORMATION
INDIVA
Niel Marotta, CEO
Phone: 613-883-8541
Email: Niel@indiva.ca

RAINMAKER
Chris Healey, CEO Phone: 1-778-996-1810 Email: cmhealey@shaw.ca