TORONTO, Dec. 30, 2020 /PRNewswire/ - Canopy Rivers
Inc. ("Canopy Rivers" or the "Company") (TSX: RIV)
(OTC: CNPOF), through its wholly-owned subsidiary, Canopy Rivers
Corporation, has entered into a definitive share purchase agreement
(the "Share Purchase Agreement"), effective as of
December 30, 2020, with RAMM Pharma
Corp. ("RAMM") (CSE: RAMM), pursuant to which the Company
has sold its 49% common equity interest in Canapar Corp.
("Canapar") to RAMM for consideration of up to $9.0 million (the "Transaction").
Under the terms of the Share Purchase Agreement, on closing,
RAMM delivered a cash payment of $7.0
million to Canopy Rivers to purchase the Company's
29,833,333 common shares in Canapar. The Transaction also includes
contingent consideration of $2.0
million, to be paid upon achievement of certain operational
milestones. The contingent portion of the consideration will be
satisfied, at RAMM's sole discretion, in either cash or through the
issuance of common shares in RAMM to the Company.
"The divestment of our equity interest in Canapar represents an
important reallocation of capital as we adjust our go-forward
investment strategy," said Narbé Alexandrian, President and CEO,
Canopy Rivers. "We thank Canapar for their work and partnership. As
Canopy Rivers turns a new page, however, it's important to narrow
our focus and recalibrate our capital deployment and exposure to
better align with our new strategic direction."
Canopy Rivers initially invested in Sicily-based Canapar in the summer of 2018,
and subsequently led a $25 million
financing in early 2019. Since that time, regulatory and
market challenges have caused significant delays in Canapar's
timeline for commercialization relative to the company's original
expectations.
About Canopy Rivers
Canopy Rivers is a venture capital firm 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. 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.
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. 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, but is not limited to, information and statements
regarding: the Transaction and its anticipated benefits; the
Company's belief that the conditions to the payment of the
contingent consideration will be satisfied; the anticipated cash
proceeds of the Transaction net of the associated tax liability and
transaction costs; the Company's beliefs as to markets with
near-term growth potential; the Company's go-forward investment
strategy; the Company's belief that cannabis can remain resilient
during economic downturns and its expectations regarding the role
that the Company's portfolio companies will play in the cannabis
sector; the Company's expected focus and priorities for the coming
quarters; 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: risks associated with Canapar's
ability to achieve the viable operation of its cannabidiol
extraction unit; assumptions concerning the Transaction and the
operations and capital expenditure plans following completion of
the Transaction; credit, liquidity and additional financing risks
for the Company and its investees; stock market volatility;
regulatory and licensing 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 Canopy Growth and 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; divestiture risks; and the risk factors set out
in the Company's AIF, 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.
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SOURCE Canopy Rivers Inc.