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$CNPOF $RIV Agreement to Acquire Ultra-Premium Cannabis Brand State Flower

TORONTO, Aug. 29, 2019 – Canopy Rivers Inc. (“Canopy Rivers” or the “Company“) (TSXV: RIV) (OTC: CNPOF) is pleased to announce its portfolio company, TerrAscend Corp. (“TerrAscend“) (CSE: TER) (OTCQX: TRSSF), has signed definitive agreements to acquire ABI SF, LLC, which operates a Bay Area cannabis cultivation facility and owns the State Flower brand (“State Flower“). State Flower is known for its ultra-premium cannabis flower and is currently sold through dispensaries in California and Nevada.

“This announcement is yet another example of TerrAscend delivering on its U.S. expansion plans, providing ever-growing U.S. exposure to Canopy Rivers’ and TerrAscend’s shareholder base,” said Narbe Alexandrian, President and CEO of Canopy Rivers. “We think the acquisition of State Flower will allow TerrAscend to capture important mindshare in the U.S. through a strong, consumer facing brand. With a U.S. retail foothold already secured through The Apothecarium, we believe that State Flower is a natural strategic fit for TerrAscend.”

State Flower is a California-based cannabis producer operating a licensed facility in San Francisco, California. State Flower has emphasized a craft approach to cultivation, using best-in-class genetics at an  Envirocann certified facility. An Envirocann certification verifies that best management practices are used to grow and process cannabis and ensures environmental stewardship and compliance to local and state regulations.

For more information, including the terms of the transaction, see TerrAscend’s announcement here.

In October 2018, to accommodate TerrAscend’s strategic pursuits internationally, including select opportunities in the United States, Canopy Rivers agreed to restructure its investment and waive certain restrictive covenants that were granted by TerrAscend, in connection with its original investment. For more information regarding Canopy Rivers’ investment in TerrAscend, please refer to the Company’s annual information form dated July 15, 2019 (“AIF“), filed with the Canadian securities regulators and available on Canopy Rivers’ profile on SEDAR at For additional information about TerrAscend, please refer to TerrAscend’s profile on SEDAR or their website at

About Canopy Rivers:

Canopy Rivers is a unique investment and operating platform structured to pursue investment opportunities in the emerging global cannabis sector. Canopy Rivers identifies strategic counterparties seeking financial and/or operating support. Canopy Rivers 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 Corporation (TSX: WEED, NYSE: CGC) and collaborate among themselves, which Canopy Rivers believes will maximize value for its shareholders and foster an environment of innovation, synergy and value creation for the entire ecosystem.

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 Canopy Rivers 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: TerrAscend’s U.S. expansion plans and ability to provide ever-growing U.S. exposure to Canopy Rivers’ and TerrAscend’s shareholder base; expectations regarding TerrAscend’s ability to capture important mindshare in the U.S. through State Flower; management’s belief that State Flower is a natural strategic fit for TerrAscend; 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 Canopy Rivers 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 Canopy Rivers. 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; changes in TerrAscend’s U.S. expansion plans and ability to provide U.S exposure to Canopy Rivers’ and TerrAscend’s shareholders; the inability of the parties to complete the transaction on the same terms or at all; changes in consumer preferences and demand; TerrAscend’s ability to successfully integrate State Flower; changes in general economic, business and political conditions, including changes in the financial markets; 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; public opinion and perception of the cannabis industry; and the risk factors set out in Canopy Rivers’ AIF, filed with the Canadian securities regulators and available on Canopy Rivers’ profile on SEDAR at

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 Canopy Rivers 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. Canopy Rivers 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.

Thursday, August 29th, 2019 Uncategorized
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