Canopy Rivers Inc. Announces Completion of Its Qualifying Transaction
Canopy Rivers Inc. expected to begin trading on Thursday, September 20, 2018 as TSXV:RIV
TORONTO, Sept. 17, 2018 (GLOBE NEWSWIRE) — 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. The opportunities in the rapidly evolving global cannabis industry are enormous, and Canopy Rivers is well-positioned to take advantage of them.
Bruce Linton, Chairman and Acting CEO of the Company and co-CEO of Canopy Growth Corporation (TSX:WEED, NYSE:CGC)
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.
Conversion of Canopy Rivers Subscription Receipts and Escrow Release
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.
About Canopy Rivers Inc.
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.
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