RIV Capital Announces Shareholder Approval of Business Combination with Cansortium and Cansortium Announces Shareholder Approval of the Amendment Proposal
TORONTO, Aug. 27, 2024 /PRNewswire/ - RIV Capital Inc. ("RIV Capital") (CSE: RIV) (OTC: CNPOF), an acquisition and investment firm with a focus on building a leading multistate platform with one of the strongest portfolios of brands in key strategic U.S. markets, is pleased to announce that holders ("RIV Shareholders") of Class A common shares ("RIV Shares") of RIV Capital voted in favor of a special resolution (the "Arrangement Resolution") to approve the previously announced proposed business combination (the "Business Combination") with Cansortium Inc. (CSE: TIUM.U) (OTCQB: CNTMF) ("Cansortium"), a vertically integrated, multi-state cannabis company operating under the FLUENT? brand, at the Annual General and Special Meeting of RIV Shareholders (the "RIV Meeting") held earlier today.
RIV Capital Inc. Logo (CNW Group/RIV Capital Inc.)
Cansortium is also pleased to announce that holders ("Cansortium Shareholders") of common shares of Cansortium voted in favor of a special resolution (the "Amendment Proposal") to authorize an amendment to its articles to, among other things, create a new class of non-voting exchangeable shares in connection with the Business Combination, at the annual general and special meeting of Cansortium Shareholders (the "Cansortium Meeting") held earlier today.
The Arrangement Resolution required approval by (i) at least two-thirds of the votes cast by RIV Shareholders present in person or represented by proxy at the RIV Meeting, and (ii) a simple majority of the votes cast by RIV Shareholders present in person or represented by proxy at the RIV Meeting, excluding any RIV Shares held by any interested or related party in accordance with Multilateral Instrument 61‐101 – Protection of Minority Security Holders in Special Transactions.
Approximately 98.8% of the votes eligible to be cast at the RIV Meeting were voted in favor the Arrangement Resolution.
The Amendment Proposal required approval by at least two-thirds of the votes cast by Cansortium Shareholders present in person or represented by proxy at the Cansortium Meeting. Approximately 99.1% of the votes eligible to be cast at the Cansortium Meeting were voted in favor of the Amendment Proposal.
"Since we announced our business combination earlier this year, our teams have come together and made great progress and we are excited to continue to work diligently to complete the remaining steps needed to integrate our businesses ahead of closing the transaction," said Robert Beasley, Chief Executive Officer of Cansortium. "With shareholder support now secured, our focus will shift to furthering our collaboration efforts to fully leverage the opportunities across our respective footprints. This proactive approach is expected to fuel growth and profitability across our shared footprint to immediately begin driving value for shareholders upon the completion of the transaction."
Mike Totzke, COO and interim CEO of RIV Capital added, "We are thrilled to secure our shareholders' support as we move towards finalizing the transaction and accelerating the anticipated benefits that the combined company can deliver. We are well positioned to quickly leverage our joint capabilities and complementary strengths to establish leading positions in some of the most exciting markets in the country."
RIV Capital will seek a final order approving the Arrangement from the Ontario Superior Court of Justice (Commercial List) on August 29, 2024. The Business Combination is expected to close in the fourth quarter of 2024, subject to, among other things, receipt of final court approval and all required regulatory approvals and the satisfaction of certain other closing conditions customary in transactions of this nature. 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. Often, but not always, forward-looking statements and information can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "enables", "intends", "anticipates" or "does not anticipate", "potential", "seeks" or "believes", or variations of such words and phrases, or state that certain actions, events or results "may", "can", "could", "would", "might" or "will" be taken, occur or be achieved. 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: the timing and completion of the proposed Business Combination between RIV Capital and Cansortium; the anticipated benefits for the combined company; RIV Capital's ability to quickly leverage joint capabilities and complementary strengths between RIV Capital and Cansortium to establish leading positions across markets; expectations regarding growth and profitability to drive value for shareholders upon the completion of the Business Combination; the anticipated timing for the final order; 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 or its portfolio companies.
Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information include: the prompt and effective integration of Cansortium's and RIV Capital's businesses and the ability to achieve the anticipated synergies contemplated by the Business Combination and ongoing integration activities; the diversion of management time on issues related to the Business Combination; expectations regarding future investment, growth and expansion of Cansortium's and RIV Capital's operations; regulatory and licensing risks; Cansortium's and RIV Capital's reliance on licenses issued by state authorities; future levels of revenues and the impact of increasing levels of competition; changes in laws, regulations and guidelines and Cansortium's and RIV Capital's compliance with such laws, regulations and guidelines; the timing and manner of the legalization of cannabis in the United States; business strategies, growth opportunities and expected investment; the potential effects of judicial, regulatory or other proceedings, litigation or threatened litigation or proceedings, or reviews or investigations, on Cansortium's and RIV Capital's business, financial condition, results of operations and cash flows; risks associated with divestment and restructuring; the anticipated effects of actions of third parties such as competitors, activist investors or federal, state, provincial, territorial or local regulatory authorities, self-regulatory organizations, plaintiffs in litigation or persons threatening litigation; consumer demand for cannabis; risks related to stock exchange restrictions; risks related to the protection and enforcement of Cansortium's and RIV Capital's intellectual property rights; future levels of capital, environmental or maintenance expenditures, general and administrative and other expenses; changes in general economic, business and political conditions, including changes in the financial and stock markets; inflation risks; risks relating to the economic impacts caused by the ongoing conflicts in Europe and the Middle East; risks relating to anti-money laundering laws; compliance with extensive government regulation and the interpretation of various laws, regulations, and policies; public opinion and perception of the cannabis industry; 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, including Cansortium's annual information form for the year ended December 31, 2023, and in the public filings of RIV Capital filed with Canadian securities regulators and available under RIV Capital's profile on SEDAR+ at www.sedarplus.ca, including 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".
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 U.S. 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.
