Press Release
May 31, 2024

RIV Capital and Cansortium Announce Business Combination

The Cannabis and M&A teams advised RIV Capital (CSE: RIV) (OTC: CNPOF) in its definitive arrangement agreement with Cansortium (CSE: TIUM.U) (OTCQB: CNTMF) pursuant to which Cansortium will acquire all of the issued and outstanding Class A common shares of RIV Capital in exchange for Cansortium Shares.

Under the terms of the arrangement agreement, RIV Capital shareholders will receive 1.245 of a common share of Cansortium in exchange for each RIV Capital Share held. Upon closing of the Transaction, shareholders of Cansortium  are expected to hold approximately 51.25% of the combined business of Cansortium and RIV Capital and the RIV Capital Shareholders and The Hawthorne Collective, together, are expected to hold approximately 48.75% of the Combined Company, each on a fully diluted basis.

Upon closing of the Transaction, the combined company is expected to operate in four of the largest states by population in the U.S. – Florida, New York, Texas, and Pennsylvania – creating a strategic operating footprint with significant potential growth opportunities in the years ahead. Operations in these states will be comprised of 8 cultivation and processing facilities and 42 retail dispensaries.

Moelis & Company LLC is acting as financial advisor to RIV Capital and provided a fairness opinion to the RIV Capital Board.

RIV Capital is 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. 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.

The Goodwin team was led by Jennifer Fisher, Joshua Zachariah and Harrison Freeman.

For additional details on the agreement, please read the press release.