Rivers Obtains Court Approval of the Arrangement with Canopy Growth

TORONTO, Feb. 18, 2021 /PRNewswire/ - Canopy Rivers Inc. ("Rivers" or the "Company") today announced that the Ontario Superior Court of Justice (Commercial List) has approved the previously announced plan of arrangement (the "Arrangement") involving Canopy Growth Corporation ("Canopy Growth") (TSX: WEED) (NASDAQ: CGC), pursuant to which Rivers will transfer three portfolio assets to Canopy Growth in exchange for approximately $115 million in cash, approximately 3.65 million common shares of Canopy Growth, and the cancellation of all multiple voting shares and subordinate voting shares of Rivers held by Canopy Growth.

Completion of the Arrangement remains subject to the satisfaction or waiver of certain customary closing conditions for a transaction of this nature. Assuming the satisfaction or waiver of these closing conditions, the Arrangement is expected to be completed on or about February 23, 2021. Further information about the Arrangement can be found in the Company's management information circular in connection with the Arrangement, filed with the Canadian securities regulators and available on the Company's SEDAR profile and www.canopyrivers.com/investors.

About Canopy Rivers Inc.

Canopy Rivers is an investment and acquisition company specializing in cannabis with a portfolio of 17 companies across various segments of the cannabis value chain. We believe that bringing together people, capital, and ideas raises the potential of the entire cannabis industry. By leveraging our industry insights, in-house expertise, and thesis-driven approach to investing, we aim to provide shareholders with exposure to specialized and disruptive cannabis companies.

As part of the Arrangement, the Company will also change its corporate name to "RIV Capital Inc." The Company expects that further updates will be communicated under its new corporate name following the closing of the Arrangement.

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 the Company 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 Company's expectation with respect to the timing of closing of the Arrangement; and the Company's 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 the Company 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 Company. Our actual financial position and results of operations may differ materially from management's current expectations.

Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the possibility that the Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, the approvals and other conditions of closing necessary to complete the Arrangement, or for other reasons; the occurrence of any event, change or other circumstances that could give rise to the termination of the Arrangement; the potential for the company's board of directors and shareholders to be prosecuted for aiding and abetting violations of U.S. federal law; enhanced scrutiny of the Company's investments and operations if the Company invests in or operates U.S. cannabis businesses; the effect of operating or investing in the U.S. on the Company's existing contractual arrangements and business relationships; the risks associated with U.S. banking and anti-money laundering laws and regulations; the classification of the Company's income as proceeds of crime and the ability of the Company to declare or pay dividends or effect other distributions or the repatriation of funds back to Canada; risks associated with the termination, renegotiation and enforcement of material contracts; credit, liquidity and additional financing risks for the Company and its investees; litigation risks; stock market volatility; regulatory and licensing risks; cannabis pricing risks; changes in cannabis industry growth and trends; changes in the business activities, focus and plans of the Company and its investees and the timing associated therewith; the Company's actual financial results and ability to manage its cash resources; changes in general economic, business and political conditions, including challenging global financial conditions and the impact of the novel coronavirus pandemic; competition risks; potential conflicts of interest; the regulatory landscape and enforcement related to cannabis, including political risks and risks relating to regulatory change; changes in the Company's relationship with its investees; changes in applicable laws; compliance with extensive government regulation, including the Company's interpretation of such regulation; changes in the global sentiment towards, and public opinion of, the cannabis industry; reliance on material contracts; risk of default by investees; divestiture risks; and the risk factors set out in the Company's annual information form for the year ended March 31, 2020 and the Company's management information circular in connection with the Arrangement, filed with the Canadian securities regulators and available on the Company's 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 the Company has attempted to identify important risks, uncertainties and factors that could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company 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 Inc.