RIV Capital Files Circular for Annual General Meeting

• RIV Capital is on the right track to reap the benefits of its strategic pivot into the U.S. cannabis market. The Company is well situated to become a leading cannabis operator.
• Vote FOR RIV Capital's board of directors well before the deadline of 10:00 a.m. (EDT) on September 27, 2022. For help voting, please contact Kingsdale Advisors at 1-877-659-1821 (toll free in North America), or at 1-416-867-2272 (collect outside North America), or by email at contactus@kingsdaleadvisors.com.
• Shareholders are encouraged to read the complete letter and management information circular, which are available on SEDAR and on RIV Capital's website at rivcapital.com/future.

TORONTO, Aug. 30, 2022 /PRNewswire/ - RIV Capital Inc. ("RIV Capital" or the "Company") (CSE: RIV) (OTC: CNPOF), a cannabis packaged goods company focused on building the strongest portfolios of brands in key strategic U.S. markets, today announced that it has filed a management information circular (the "Circular") for its upcoming Annual General Meeting of shareholders (the "Meeting") to be held on September 29, 2022 at 10:00 a.m. (EDT) at the offices of Blake, Cassels & Graydon LLP, 199 Bay Street, Commerce Court West, Suite 4000, Toronto, Ontario M5L 1A9.

Shareholders are encouraged to read the Circular, including the letter to shareholders from Mark Sims, Director, President and Chief Executive Officer of the Company, and vote FOR all seven of RIV Capital's board of directors (the "Board") nominees – Laura Curran, Chris Hagedorn, Richard Mavrinac, Joseph Mimran, Amy Peckham, Mark Sims and Dawn Sweeney. Ms. Asha Daniere and Mr. Gary Vaynerchuk have determined to not stand for re-election.

"With our strategic shift into the U.S. cannabis market and the Etain acquisition, now is an exciting time for RIV Capital – we continue to focus on growth, optimize capital allocation, streamline our portfolio, and build out our platform," said Mr.  Sims. "We also have a visionary and highly experienced leadership team to help drive the Company forward. I would like to thank Ms. Daniere and Mr. Vaynerchuk for their valuable contributions and the strong foundation they laid for RIV Capital's long-term success."

"I am very proud of the extraordinary progress that RIV has made in positioning its business for long term growth. The Company is stronger than ever under the stewardship of the excellent management team and Board and is poised to become a brand leader in the space in the U.S.," said Ms. Daniere.  

Highlights from RIV Capital's Letter to Shareholders:

• The future is bright for RIV Capital: we have strong liquidity, a robust balance sheet, a unique strategic partnership, and a transformative acquisition that we believe will provide entry into one of the largest legal cannabis markets in the U.S.
• The acquisition of Etain, LLC and Etain IP LLC ("Etain") (the "Etain Acquisition"), one of New York's original five medical cannabis licence recipients and one of only 10 approved vertically integrated operators in the state, marks a significant milestone of our U.S. strategy, laying a strong foundation from which the Company can launch its U.S. platform. As statewide regulatory reform – both medical and adult-use – continues to roll out across the U.S., we believe the Company is well situated to become a leading cannabis operator, both within New York and, eventually, in other key states across the country.
• RIV Capital has undertaken multiple significant transactions which have positioned the Company for long-term success in the future, including its successful untangling from Canopy Growth Corporation, which effectively recapitalized the Company while divesting multiple illiquid investments, and its strategic partnership with The ScottsMiracle-Gro Company ("ScottsMiracle-Gro"), a global leader of branded consumer products for lawn and garden care, which provided substantial cash and an even stronger balance sheet to the Company to execute the Etain Acquisition and pivot to the U.S. market.

The Circular is available on SEDAR and on RIV Capital's website at rivcapital.com/future.

Don't wait, voting is fast and easy. We encourage you to vote well before the deadline of 10:00 a.m. (EDT) on September 27, 2022. If you have questions or need help voting, contact Kingsdale Advisors at 1-877-659-1821 (toll free in North America), or at 1-416-867-2272 (collect outside North America), or by email at contactus@kingsdaleadvisors.com.

About RIV Capital

RIV Capital is building a leading cannabis packaged goods company, with a focus on establishing 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. RIV Capital established the foundational building blocks of its active U.S. strategy with the previously announced acquisition of Etain. Through its strategic relationship with The Hawthorne Collective, Inc. ("The Hawthorne Collective"), a subsidiary of 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, including statements regarding the plans, intentions, beliefs and current expectations of RIV Capital and its portfolio companies 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 strategies, objectives, goals, opportunities and plans, including in respect of Etain; the Company's expectations of the anticipated benefits of the Etain Acquisition and the strategic rationales for acquiring Etain, including expectations regarding legal cannabis market opportunities in the U.S.; the Company's expectations regarding the U.S. cannabis market, including anticipated regulatory reform; the Company's expectations regarding growth opportunities; the Company's ability to create value for shareholders; the anticipated benefits of the Company's strategic relationships with ScottsMiracle-Gro and The Hawthorne Collective; the Company's expectations regarding voting; the Company's expectation that it will be ScottsMiracle-Gro's preferred vehicle for investments not under the purview of The Hawthorne Gardening Company; 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 are the following: the timing and likelihood for receipt of all required regulatory approvals, and satisfaction of other conditions to closing, in respect of the Etain Acquisition; the Company's ability to execute its go-forward strategy; stock market volatility; changes in the business activities, focus and plans of the Company, Etain and the Company's investees and the timing associated therewith; the timing of any changes to federal laws in the U.S. to allow for the general cultivation, distribution, and possession of cannabis; regulatory and licensing risks; changes in cannabis industry growth and trends; changes in general economic, business and political conditions, including changes in the financial markets; litigation risks; the global regulatory landscape and enforcement related to cannabis, including political risks and risks relating to regulatory change; risks relating to anti-money laundering laws; compliance with extensive government regulation, including RIV Capital's interpretation of such regulation; public opinion and perception of the cannabis industry; divestiture risks; and the risk factors set out in RIV Capital's management's discussion and analysis dated August 29, 2022 and annual information form dated June 10, 2022 filed with the Canadian securities regulators and available on RIV Capital's profile on SEDAR at www.sedar.com.

The Company has invested in and acquired, and intends to in the future invest in and/or acquire, companies that are involved in the manufacture, possession, use, sale, and distribution of cannabis in the recreational and medicinal cannabis marketplace in the United States. Local state laws where such operations occur permit such activities, however, investors should note that there are significant legal restrictions and regulations that govern the cannabis industry in the United States. Cannabis remains a Schedule I drug under the U.S. Controlled Substances Act, making it illegal under federal law in the United States to, among other things, cultivate, distribute or possess cannabis in the United States. Financial transactions involving proceeds generated by, or intended to promote, cannabis-related business activities in the United States 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 United States has trended toward non-enforcement against individuals and businesses that comply with recreational and medicinal cannabis programs in states where such programs are legal, strict compliance with state laws with respect to cannabis will neither absolve the Company of liability under U.S. federal law, nor will it provide a defense to any federal proceeding which may be brought against the Company. The enforcement of federal laws in the United States is a significant risk to the business of the Company and any proceedings brought against the Company thereunder may adversely affect the Company's operations and financial performance.

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 RIV Capital 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. RIV Capital does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

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SOURCE RIV Capital Inc.