TORONTO – Canopy Rivers Inc. (the “Company”) (formerly AIM2 Ventures Inc. (“AIM2”)) is pleased to announce that it has completed its previously announced business combination (the “Transaction”) with Canopy Rivers Corporation (“Canopy Rivers”) as well as the exchange of the subscription receipts (the “Subscription Receipts”) issued in connection with Canopy Rivers’ previously announced $104 million private placement offering (the “Offering”) co-led by CIBC Capital Markets and GMP Securities L.P., as joint book-runners, and together with Eight Capital as co-lead agents.
The Company has received conditional approval for the Transaction from the TSXV and the New Subordinated Voting Shares are expected to commence trading on the TSXV under the ticker symbol “RIV” at the commencement of trading on Thursday, September 20, 2018.
“The Canopy Rivers team is tremendously excited to continue building our investment portfolio of innovative cannabis companies, both domestically and internationally,” said Bruce Linton, Chairman and Acting CEO of the Company, and co-CEO of Canopy Growth Corporation (TSX:WEED, NYSE:CGC). “The opportunities in the rapidly evolving global cannabis industry are enormous, and Canopy Rivers is well-positioned to take advantage of them.”
The Transaction, which constitutes the Company’s “Qualifying Transaction” (as such term is defined in Policy 2.4 of the TSX Venture Exchange (the “TSXV”) Corporate Finance Manual), was completed by way of a three-cornered amalgamation, pursuant to which 10859150 Canada Inc., a wholly owned subsidiary of the Company, amalgamated with Canopy Rivers to form a newly amalgamated company, which now holds Canopy Rivers’ assets as a wholly-owned subsidiary of the Company and will operate under the name “Canopy Rivers Corporation”.
Prior to the closing of the Transaction, on September 14, 2018, the Company consolidated its existing common shares on a 26.565 for 1 basis (the “Consolidation”), implemented a dual class voting structure, including the creation of a new class of subordinated voting shares (the “New Subordinated Voting Shares”) and a new class of multiple voting shares (the “New Multiple Voting Shares”), and changed its name to “Canopy Rivers Inc.” Each New Subordinated Voting Share carries the right to one vote per share on all matters to be voted on by shareholders of the Company and each New Multiple Voting Share carries the right to 20 votes per share on all matters to be voted on by shareholders of the Company.
Pursuant to the Transaction, the Company acquired all of the outstanding shares of Canopy Rivers and issued to Canopy Rivers shareholders one New Subordinated Voting Share in exchange for each subordinated voting share of Canopy Rivers held and one New Multiple Voting Share in exchange for each multiple voting share of Canopy Rivers held. Canopy Growth Corporation is the sole holder of the New Multiple Voting Shares.
Upon completion of the Transaction (after giving effect to the Consolidation and the conversion of the Subscription Receipts), the Company has 134,791,775 New Subordinated Voting Shares issued and outstanding and 36,468,318 New Multiple Voting Shares, with approximately 99.79% of the total shares held by former Canopy Rivers shareholders and approximately 0.21% held by former AIM2 shareholders, on an undiluted basis.
Full details of the Transaction and certain other matters are set out in the joint management information circular of AIM2 and Canopy Rivers dated August 8, 2018 (the “Information Circular”). A copy of the Information Circular can be found under AIM2’s (now the Company’s) profile on SEDAR at www.sedar.com.
As previously announced, Canopy Rivers completed the Offering for gross proceeds of $104,212,000. In connection with the closing of the Transaction, the 29,774,857 Subscription Receipts issued pursuant to the Offering were automatically converted into 29,774,857 subordinated voting shares of Canopy Rivers. Pursuant to the Transaction, each subordinated voting shares of Canopy Rivers has been exchanged for one New Subordinated Voting Share.
The Offering was co-led by CIBC Capital Markets, GMP Securities L.P., as joint bookrunners, and together with Eight Capital, as co-lead agents on behalf of a syndicate of agents including Cormark Securities Inc., INFOR Financial Inc. and PI Financial Corp.
The Company is a unique investment and operating platform structured to pursue investment opportunities in the emerging global cannabis sector. The Company works collaboratively with Canopy Growth (TSX:WEED, NYSE:CGC) to identify strategic counterparties seeking financial and/or operating support. The Company 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 the Company 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 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 anticipated date for listing of the New Subordinated Voting Shares on the TSXV and expectations for other 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 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. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: receipt of final approval for the Transaction; risks associated with the dual class voting structure; changes in general economic, business and political conditions, including changes in the financial markets; potential conflicts of interest; changes in applicable laws, including the approval and implementation of Bill C-45, An Act Respecting Cannabis and to Amend the Controlled Drugs and Substances Act, the Criminal Code and other Acts; compliance with extensive government regulation; and the diversion of management time on the Transaction as well as the risk factors set out in the Information Circular, filed with 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 which 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.
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.
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