INDIVA Acquires Equity Ownership Interest in DeepCell Industries

LONDON, ON, April 26, 2018 /CNW/ - INDIVA Limited (the "Company" or "INDIVA") (TSX- V:NDVA) is pleased to announce an exclusive license agreement with, and a USD $1.5 million investment into DeepCell Industries ("DeepCell"), a Seattle based technology development company focusing on material science, microfluidics and cannabinoid molecule discoveries.

DeepCell commercializes products by licensing its technology and trademarks to licensees with appropriate cannabis production and distribution licenses.

Exclusive License

Pursuant to the license agreement (the "License"), INDIVA acquires exclusive rights in Canada to manufacture and sell DeepCell's complete line of products, including its cannabis infused "Ruby" products produced using DeepCell's patented Crystal Fusion™ technology. The Crystal Fusion™ technology mechanically fuses cannabinoids with sugar or salt, creating crystals that are both water soluble and stable.  

The Ruby™ brand product line consists of infused sugar and salt crystals, pancake and drinks mixes, candies, topicals, prebiotic supplements and isolates.

"To compete with the grey and illegal cannabis markets, we believe Canadian law must evolve beyond dried flowers and tinctures.   INDIVA's relationship with DeepCell reflects our strategy to become a product leader in Canada and a platform for international growth for non-plant touching US cannabis brands," explained Koby Smutylo, Chief Operating Officer and General Counsel of INDIVA.

Equity Investment

INDIVA acquired approximately 15% of DeepCell stock for an investment of USD $1.5 million, which allows DeepCell to continue developing innovative products to license to partners in California and other jurisdictions permitted under applicable law.

"We were instantly impressed with DeepCell's management team, existing product offering and product development pipeline," said Niel Marotta, Chief Executive Officer and President of INDIVA.

"DeepCell is pleased to partner with INDIVA and is looking forward to Canadian consumers having access to its convenient and wellness focused cannabis products when permitted under Canadian law." stated Kelly Ogilvie, Chief Executive Officer, DeepCell.

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

About DeepCell Industries
DeepCell Industries is a Seattle-based technology development company focusing on material science, microfluidics, and cannabinoid molecule discoveries. DeepCell has pioneered the use of Crystal Fusion™ process as their first commercially-ready nanotechnology available for license. Ruby Cannabis Sugar™ was named a Dope Magazine "Product We Love," and "high-quality and discreet" by Culture Magazine.

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 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 TSX Venture Exchange approval of the transactions contemplated herein, the License, future international expansion, future product offerings, future entry into additional markets, changes to laws and regulations in Canada and internationally, and compliance with applicable 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

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