TORONTO - Canopy Rivers Inc. (“Canopy Rivers” or the “Company”) announced that it has received a statement of claim (the “Claim”) filed by 2615975 Ontario Inc., the Company’s joint venture partner in PharmHouse Inc. (“PharmHouse”), concerning certain disputes relating to PharmHouse. The Claim makes a number of allegations against the Company, Canopy Growth Corporation (“Canopy Growth”), and TerrAscend Corp. and TerrAscend Canada Inc. (together, “TerrAscend”), including claims relating to bad faith, fraud, civil conspiracy, breach of the duty of honesty and good faith in contractual relations and breach of fiduciary duty, and claims relating to PharmHouse’s offtake agreements with Canopy Growth and TerrAscend.
Canopy Rivers considers the Claim as it relates to the actions of Canopy Rivers to be completely without merit, and intends to vigorously defend its position at the appropriate time and in the appropriate forum.
As previously announced, Canopy Rivers has formed a special committee of independent directors (the “Special Committee”) to oversee and provide guidance relating to the Company’s investment in PharmHouse as well as to consider strategic alternatives for the Company regarding its investment in PharmHouse. The Special Committee continues to consider, with the assistance of its financial and other advisors, these strategic alternatives and is aware of, and directing the Company’s defence against, the Claim.
Canopy Rivers is a venture capital firm specializing in cannabis with a portfolio of 18 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. Our mission is to invest in innovators across the cannabis value chain, help them grow, and ultimately create value by guiding these companies towards a monetization event. Together with our portfolio, we are helping build the cannabis industry of tomorrow, today.
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. To the extent any forward-looking information in this news release constitutes “financial outlooks” within the meaning of applicable Canadian securities laws, the reader is cautioned that this information may not be appropriate for any other purpose and the reader should not place undue reliance on such financial outlooks. 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 expectations with respect to the Claim, including the merits thereof; the Company’s expectations with respect to PharmHouse; the strategic alternatives available to PharmHouse; the Company’s belief that cannabis can remain resilient during economic downturns and its expectations regarding the role that the Company and its portfolio will play in the cannabis market;; the Company’s expected financial outlook;; 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 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. Financial outlooks, as with forward-looking information generally, are, without limitation, based on the assumptions and subject to various risks as set out herein. 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: regulatory and licensing risks; competition 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; stock market volatility; 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 COVID-19 pandemic; 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 Canopy Growth Corporation and its investees; counterparty risks, including risks associated with joint venture arrangements; risks associated with the termination, renegotiation and enforcement of material contracts; credit, liquidity and additional financing risks; 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; divestiture risks; and the risk factors set out in the Company’s most recent AIF and MD&A, 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.
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