Toronto – Canopy Rivers Corporation (“Canopy Rivers”) and AIM2 Ventures Inc. (TSXV:AIMB.P) (“AIM2”) are pleased to announce that the shareholders of the respective companies have overwhelmingly voted in favour of all matters in connection with the previously announced business combination involving Canopy Rivers and AIM2 that will result in a reverse take-over of AIM2 by Canopy Rivers (the “Transaction”) and will constitute AIM2’s “Qualifying Transaction” (as such term is defined in Policy 2.4 of the TSX Venture Exchange (the “TSXV”) Corporate Finance Manual).
The AIM2 shareholders approved all matters contemplated at the AIM2 meeting including increasing the size of the AIM2 board, the election of all proposed board members, the consolidation of AIM2’s existing common shares on a 26.565 for 1 basis (the “Consolidation”), the implementation of a dual class voting structure, including the creation of a new class of subordinated voting shares and a new class of multiple voting shares (the “Dual Class Voting Structure”), the name change from AIM2 to “Canopy Rivers Inc.” (the “Name Change”) and the adoption of a new stock option plan.
The Consolidation, Name Change and implementation of the Dual Class Voting Structure are expected to be implemented immediately prior to closing of the Transaction. The Transaction is subject to final approval of the TSXV and is expected to close on or about September 17, 2018.
For more information on all matters voted on at the Canopy Rivers shareholders’ meeting or the AIM2 shareholders’ meeting, please refer to the joint management information circular of Canopy Rivers and AIM2 dated August 8, 2018 (the “Circular”), which has been filed under AIM2’s profile on SEDAR at www.sedar.com
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 Corporation (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 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 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: Agripharm’s plan to grow its first outdoor crop; the impact of the outdoor cultivation license on Agripharm’s operations and growing capacity; Agripharm’s production capacity; Agripharm’s extraction capabilities, partnerships and licensed genetics and brands; Agripharm’s ability to bring SLANG Worldwide’s popular U.S. consumer brands to Canada; and other expectations regarding economic, business, and/or competitive factors.
Investors are cautioned that forward-looking information is not based on historical facts 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 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 Canopy Rivers. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: regulatory and licensing risks; Agripharm’s ability to grow its first outdoor crop; the actual impact of the outdoor cultivation license on Agripharm’s operations and growing capacity; Agripharm’s ability to increase its production capacity for extraction and collaborate with its partners; the success of Agripharm’s licensed genetics and brands; 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; public opinion and perception of the cannabis industry; and the risk factors set out in Canopy Rivers’ final short form prospectus dated February 21, 2019, filed with Canadian securities regulators and available on Canopy Rivers’ profile on SEDAR at www.sedar.com.
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.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information, please contact:
Canopy Rivers Inc.
AIM2 Ventures Inc.
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