RIV Capital and Cansortium Receive New York State Cannabis Control Board Approval for Change of Control

Rhea-AI Summary

RIV Capital and Cansortium have received New York State Cannabis Control Board approval for their previously announced business combination. The transaction is expected to close in the fourth quarter of 2024, subject to satisfaction of other closing conditions. The integration process is already underway, positioning the combined entity to be more competitive and better equipped to serve New York's rapidly expanding cannabis demand.

Key points:

• RIV Capital has seen significant momentum at its three co-located adult-use locations and rapid expansion of its statewide wholesale business.
• The combined business will operate under the Cansortium name.
• Cansortium common shares will continue trading on the CSE (TIUM.U) and OTCQB (CNTMF).
• The merger aims to leverage Fluent's medical program expertise to support and potentially expand medical locations in New York.

Positive

• Received New York State Cannabis Control Board approval for the business combination
• Significant momentum reported at RIV Capital's three co-located adult-use locations
• Rapid expansion of RIV Capital's statewide wholesale business in New York
• Potential expansion of medical cannabis locations in New York

Negative

• None.

Transaction expected to close in the fourth quarter of 2024 

TORONTO, Oct. 10, 2024 /PRNewswire/ - RIV Capital Inc. ("RIV Capital" or the "Company") (CSE: RIV) (OTC: CNPOF), an acquisition and investment firm with a focus on building a leading multistate platform, and Cansortium Inc. (CSE: TIUM.U) (OTCQB: CNTMF) ("Cansortium"), a vertically integrated, multi-state cannabis company operating under the FLUENT^™ brand,  today announced that they have received New York Cannabis Control Board  approval for their previously announced business combination (the "Business Combination").

"We are thrilled to have received regulatory approval in New York to move forward with our business combination transaction, bringing us closer to completing this important step for both of our companies in the fourth quarter of 2024," said Robert Beasley, Chief Executive Officer of Cansortium. "The respective teams have worked diligently and collaboratively since announcing the transaction to facilitate a smooth transition following the closing, and I remain confident that the full integration of our two companies will bring tremendous value for our stakeholders."

"With this integration process already well underway, we are strongly positioned to become more competitive and better equipped with the resources needed to develop even better cannabis products to serve New York consumers rapidly expanding demand," said Dave Vautrin, Chief Retail Officer and Interim Chief Executive Officer of RIV Capital. "Since launching adult-use sales in New York earlier this year we've seen tremendous momentum at all three of our co-located locations and the rapid expansion of our statewide wholesale business. Beyond adult use, we will lean on the medical program expertise of Fluent to further support our current medical locations and look to potential expand the reach to more New Yorkers."

The Business Combination is expected to close in the fourth quarter of 2024, subject to, the satisfaction of the other closing conditions set forth in the Arrangement Agreement. Further details regarding the Business Combination, including the principal closing conditions and the anticipated benefits for RIV Shareholders, can be found in RIV Capital's management information circular dated July 12, 2024 in respect of the RIV Meeting (the "Circular") and in the joint press release issued by RIV Capital and Cansortium on May 30, 2024, both of which can be found under RIV Capital's SEDAR+ profile at www.sedarplus.ca.

The combined business of Cansortium and RIV Capital will operate under the Cansortium name and Cansortium common shares will continue to trade on the Canadian Securities Exchange (the "CSE") under the symbol "TIUM.U" and on the OTCQB Venture Market under the symbol "CNTMF."

About Cansortium
Cansortium is a vertically-integrated cannabis company with licenses and operations in Florida, Pennsylvania and Texas. Cansortium operates under the FLUENT^™ brand and is dedicated to being one of the highest quality cannabis companies for the communities it serves. This is driven by Cansortium's unrelenting commitment to operational excellence in cultivation, production, distribution and retail. Cansortium is headquartered in Tampa, Florida. For more information about Cansortium, please visit www.getFLUENT.com.

About RIV Capital
RIV Capital is an acquisition and investment firm with a focus on building a leading multistate platform with one of the strongest portfolios of cannabis brands in key strategic U.S. markets. Backed by in-house expertise and cannabis domain knowledge, RIV Capital aims to grow its own brands and partner with established U.S. cannabis operators and brands to bring them to new markets and build market share. RIV Capital established the foundational building blocks of its active U.S. strategy with its previously announced acquisition of Etain. Through its strategic relationship with The Hawthorne Collective, Inc. ("The Hawthorne Collective"), a subsidiary of The ScottsMiracle-Gro Company ("ScottsMiracle-Gro"), RIV Capital is The Hawthorne Collective's preferred vehicle for cannabis-related investments not under the purview of other ScottsMiracle-Gro subsidiaries.

Forward Looking Statements

This news release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of RIV Capital, its portfolio companies, and Etain with respect to future business activities and operating performance. Often, but not always, forward-looking information can be identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions. Forward-looking statements or information involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Cansortium, RIV Capital or their respective subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements or information contained in this news release. Examples of such statements include, but are not limited to, statements regarding: expectations with respect to the availability of MOODS products at additional third-party dispensary locations;  expectations with respect to MOODS product sales, including the potential growth of the Company's wholesale division; RIV Capital and Cansortium's participation in and attendance at the upcoming Revelry Cannabis Festival in New York; and expectations for other economic, business, and/or competitive factors.

Investors are cautioned that forward-looking information is not based on historical fact but instead reflects management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although RIV Capital believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of RIV Capital, its portfolio companies, and/or Etain.

Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: RIV Capital's ability to execute its go-forward strategy; stock market volatility; changes in the business activities, focus and plans of RIV Capital, Etain and RIV Capital's investees and the timing associated therewith; the timing of any changes to federal laws in the U.S. to allow for the general cultivation, distribution, and possession of cannabis; regulatory and licensing risks; changes in cannabis industry growth and trends; changes in general economic, business and political conditions, including changes in the financial markets; the global regulatory landscape and enforcement related to cannabis, including political risks and risks relating to regulatory change; risks relating to anti-money laundering laws; compliance with extensive government regulation, including RIV Capital's interpretation of such regulation; public opinion and perception of the cannabis industry; divestiture risks; and the risk factors set out in RIV Capital's annual information form for the year ended March 31, 2023, annual management's discussion and analysis for the nine-month period ended December 31, 2023, and management information circular dated July 12, 2024 under the heading "Risk Factors", as filed with the Canadian securities regulators and available on RIV Capital's profile on SEDAR+ at www.sedarplus.ca and such other risks contained in the public filings of Cansortium filed with Canadian securities regulators and available under Cansortium's profile on SEDAR+ at www.sedarplus.ca.

Cansortium and RIV Capital, through several of their respective subsidiaries, are directly involved in the manufacture, possession, use, sale, and distribution of cannabis in the adult-use and medical cannabis marketplace in the U.S. Local state laws where Cansortium and RIV Capital operate permit such activities, however, investors should note that there are significant legal restrictions and regulations that govern the cannabis industry in the U.S. Cannabis remains a Schedule I drug under the Controlled Substances Act, making it illegal under federal law in the U.S. to, among other things, cultivate, distribute, or possess cannabis in the U.S. Financial transactions involving proceeds generated by, or intended to promote, cannabis-related business activities in the U.S. may form the basis for prosecution under applicable U.S. federal money laundering legislation.

While the approach to enforcement of such laws by the federal government in the U.S. has trended toward non-enforcement against individuals and businesses that comply with adult-use and medical cannabis programs in states where such programs are legal, strict compliance with state laws with respect to cannabis will neither absolve Cansortium and RIV Capital of liability under U.S. federal law, nor will it provide a defense to any federal proceeding which may be brought against Cansortium or RIV Capital. The enforcement of federal laws in the U.S. is a significant risk to the business of Cansortium and RIV Capital and any proceedings brought against Cansortium or RIV Capital thereunder may adversely affect operations and financial performance.

Should one or more of the foregoing risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Cansortium and RIV Capital have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The forward-looking information and statements included in this news release are made as of the date of this news release and Cansortium and RIV Capital do not undertake any obligation to publicly update such forward-looking information to reflect new information, subsequent events or otherwise unless required by applicable securities laws.

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SOURCE RIV Capital Inc.

FAQ

When is the RIV Capital and Cansortium business combination expected to close?

The business combination between RIV Capital and Cansortium is expected to close in the fourth quarter of 2024, subject to satisfaction of other closing conditions.

What will be the name and stock symbols of the combined RIV Capital and Cansortium entity?

The combined business will operate under the Cansortium name. Cansortium common shares will continue to trade on the Canadian Securities Exchange (CSE) under the symbol 'TIUM.U' and on the OTCQB Venture Market under the symbol 'CNTMF'.

How has RIV Capital's (CNPOF) adult-use cannabis business performed in New York?

RIV Capital has reported significant momentum at all three of its co-located adult-use locations in New York, as well as rapid expansion of its statewide wholesale business since launching adult-use sales earlier in the year.

What are RIV Capital's (CNPOF) plans for the medical cannabis market in New York?

RIV Capital plans to leverage Fluent's medical program expertise to further support its current medical locations and potentially expand their reach to more New Yorkers.