TORONTO - Canopy Rivers Corporation ("Canopy Rivers"), the venture capital investment platform of Canopy Growth Corporation (TSX: WEED) (NYSE: CGC) ("Canopy Growth"), is pleased to announce that it has set a date of September 12, 2018, for its upcoming shareholder meeting in connection with the proposed business combination involving AIM2 Ventures Inc. ("AIM2") and Canopy Rivers (the "Go Public Transaction").
As previously announced, Canopy Rivers has entered into a definitive amalgamation agreement with AIM2, which outlines the terms and conditions pursuant to which the parties will complete the Go Public Transaction. The Go Public Transaction will result in a reverse take-over of AIM2 by Canopy Rivers and will constitute AIM2's "Qualifying Transaction" under Policy 2.4 – Capital Pool Companies of the TSXV Corporate Finance Manual.
Subject to receipt of all required approvals, including the final approval of the TSX Venture Exchange (the "TSXV"), the Go Public Transaction is expected to close and the subordinated voting shares of the resulting issuer are expected to commence trading on the TSXV under the symbol "RIV" during the week of September 17, 2018.
"With Canopy Rivers, we are well-positioned to take advantage of the universe of investment opportunities unfolding globally in the ever-expanding cannabis economy," said Bruce Linton, Chairman and acting CEO of Canopy Rivers, and co-CEO of Canopy Growth. "The strategic relationship with Canopy Growth, strong management and access to capital will enable Canopy Rivers to build upon a proven track record and continue to develop a leading ecosystem of cannabis companies across the entire cannabis value chain."
To date, Canopy Rivers has made investments in eleven domestic and international companies, establishing a diversified portfolio of licensed producers, late stage licensed producer applicants, pharmaceutical formulators, brand developers and distributors, retail networks, and technology and media platforms.
As previously announced, subject to the satisfaction of certain escrow release conditions, the net proceeds from Canopy Rivers' $104 million subscription receipt financing are expected to be released from escrow in connection with the closing of the Go Public Transaction. The oversubscribed private placement, which was co-led by CIBC Capital Markets, GMP Securities L.P. and Eight Capital, on behalf of a syndicate of agents including Cormark Securities Inc., INFOR Financial Inc. and PI Financial Corp., closed on July 6, 2018.
Canopy Rivers is a unique investment and operating platform structured to pursue investment opportunities in the emerging global cannabis sector. Canopy Rivers works collaboratively with Canopy Growth (TSX: WEED, NYSE:CGC) to identify strategic counterparties seeking financial and/or operating support. Canopy Rivers has developed an investment ecosystem of complementary cannabis operating companies that represent various segments of the value chain across the emerging cannabis sector. As the portfolio continues to develop, constituents will be provided with opportunities to work with Canopy Growth and collaborate among themselves, which Canopy Rivers believes will maximize value for its shareholders and foster an environment of innovation, synergy and value creation for the entire ecosystem.
This press 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 Canopy Rivers with respect to future business activities and operating performance. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding: the timing for the closing of the Go Public Transaction and the commencement of trading of the subordinated voting shares of the resulting issuer; the timing and anticipated release of the net proceeds from the subscription receipt financing; Canopy Rivers' position and opportunity in the cannabis economy; the ability to build a leading ecosystem of cannabis companies; and the expected benefits to be obtained by Canopy Rivers' portfolio companies. Investors are cautioned that forward-looking information is not based on historical facts but instead reflect Canopy Rivers' 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 Canopy Rivers 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 the combined company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Go Public Transaction; possible termination of the amalgamation agreement; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions to the consummation of the Go Public Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the Go Public Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; the re-rating potential following the consummation of the Go Public Transaction; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws, including the approval and implementation of the Cannabis Act; compliance with extensive government regulation; and the diversion of management time on the Go Public Transaction. This forward-looking information may be affected by risks and uncertainties in the business of Canopy Rivers and market conditions.
Should one or more of these 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 Canopy Rivers has 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. Canopy Rivers does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
SOURCE: Canopy Rivers
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