breaking news

RIV Capital & JW Asset Management Stop Bickering

Published

2 years ago

March 1, 2023

admin

Here’s the press release

TORONTO – RIV Capital Inc. (“RIV Capital” or the “Company”) (CSE: RIV) (OTC: CNPOF), an acquisition and investment firm focused on building a leading multistate platform with the strongest portfolio of cannabis brands in key strategic markets across the United States, today announced that it has entered into a settlement agreement that has resulted in JW Asset Management, LLC (“JWAM”) consenting to the dismissal of its application related to the Company’s acquisition of Etain, LLC and Etain IP, LLC.

Under the terms of the settlement agreement, RIV Capital has repurchased for cancellation all RIV Capital Class A common shares currently owned or controlled by JWAM and its affiliates (the “JWAM Shares”), amounting to 33,733,334 shares, for an aggregate purchase price of U.S.$19,625,000. RIV Capital has also reimbursed certain legal expenses incurred by JWAM as part of its application and related matters in the amount of U.S.$375,000. RIV Capital funded such amounts with cash on hand. As part of the settlement, JWAM and its affiliated funds have also withdrawn their requisition for a special meeting of the Company’s shareholders currently scheduled for June 6, 2023, which meeting will be cancelled by the Company.

JWAM filed the application against the Company in May 2022, soon after RIV Capital acquired ownership and control of Etain, LLC and Etain IP, LLC, owners and operators of legally licensed cannabis cultivation and retail dispensaries in the state of New York. In the application, JWAM sought a remedy requiring the JWAM Shares to be repurchased by the Company at a price of C$1.65 per share.

“I am glad to have reached a mutually beneficial agreement that enables both parties to move forward in a positive manner,” said Mark Sims, Director, President, and Chief Executive Officer of RIV Capital. “In our view, our share price simply does not reflect the intrinsic value of our unique assets – industry-leading liquidity, reputable strategic partner, and vertical license in New York. Our Board of Directors, on the recommendation of the Conflicts Review Committee, which is comprised solely of independent directors, determined that this settlement is in the best interest of the Company, as it mitigates the risks associated with the application and the remedies sought by JWAM. Now that these claims have been resolved, we can focus on continuing to operationalize New York, in addition to exploring a range of opportunities inside and outside of New York as we seek to build our platform going forward.”

Hawthorne/JWAM Settlement

The Company also announced today that The Hawthorne Collective, Inc. (“The Hawthorne Collective”) has advised the Company that the litigation between The Hawthorne Collective, JWAM, Jason Wild and certain related parties of JWAM has been settled. The Hawthorne Collective has advised the Company that under the settlement, in return for a withdrawal of the existing litigation and other consideration, Jason Wild and JWAM have agreed, among other things, not to take any action that would interfere with The Hawthorne Collective’s agreements with the Company, or any rights set forth in those agreements.

Securities Law Matters

The repurchase of the JWAM Shares from funds managed by JWAM and resident in the United States is considered to be a “related party” transaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), as JWAM beneficially owns and controls (indirectly through its funds) 33,733,334 of the issued and outstanding shares, representing approximately 19.77% of all issued and outstanding shares.

The Company is exempt from the formal valuation requirements of MI 61-101 pursuant to section 5.5(b) of MI 61-101 – Issuer Not Listed on Specified Markets, and from the minority approval requirements of MI 61-101 pursuant to section 5.7(c) – Other Transactions Exempt from Formal Valuation as The Hawthorne Collective, a control person of the Company pursuant to MI 61-101, and a party that is at arm’s length to JWAM and not an interested party in the repurchase, has advised the Company in writing that it supports the repurchase of the JWAM shares pursuant to the settlement agreement.

The closing of the repurchase occurred less than 21 days following the filing of the material change report related to the transaction. The Company believes that this ‎shorter period is reasonable and ‎necessary, as the immediate repurchase was a prerequisite to resolution of the JWAM matter prior to the issuance of a decision on the application.

https://www.rivcapital.com/newsroom/company-news/news-details/2023/02/23/riv-capital-settles-application-initiated-by-jw-asset-management?mc_cid=617d2ceda1

MJ Biz give you the background

A legal dispute pitting a Scotts Miracle-Gro subsidiary against an investment fund controlled by the executive chair of cannabis multistate operator TerrAscend has been settled, with the MSO-connected investment fund in effect agreeing to be bought out of a deal involving the purchase of a New York medical marijuana company.

RIV Capital, a Toronto-based investment firm bankrolled in part by the Hawthorne Collective, a cannabis-focused subsidiary of Scotts, announced the settlement in a news release Thursday.

Scotts has funded legalization efforts in the Northeast and is trying to enter the retail cannabis market in that part of the country.

Last March, RIV Capital announced it had struck a deal to purchase Etain Health for $247 million.

Etain is one of the 10 vertically integrated medical marijuana companies allowed in New York state under current law.

The company has locations in midtown Manhattan as well as upstate.

RIV used $150 million from Ohio-based Hawthorne to close the Etain deal.

https://mjbizdaily.com/scotts-hawthorne-settle-marijuana-dispute-with-terrascend-jw-asset-management/?utm_medium=email&utm_source=newsletter&utm_campaign=MJD_20230227_NEWS_Daily

Source link

breaking news

And Today’s Mass CCC Drama Is… plot to “take out” O’Brien as punishment for investigating serious allegations of cover-ups, abuse and misconduct within the agency.

Published

1 week ago

February 15, 2025

admin

C/- Grant Smith – Ellis

I do hope there is a Netflix scriptwriter following his posts – all this would make a perfect update to Parks & Recreation or The Office..

Here’s a taste of the latest episode

In shocking development, former Massachusetts CCC Chair Shannon O’Brien alleges State Treasurer Deb Goldberg violated court order in an attempt to keep secret details about a plot within the CCC to “take out” O’Brien as punishment for investigating serious allegations of cover-ups, abuse and misconduct within the agency.

Furthermore, say O’Brien’s lawyers, Goldberg attempted to spread this incorrectly redacted document to the press in an attempt to obfuscate the serious allegations directed at CCC staff (and currently being hidden from the public by way of these risky redactions).

A section of Thursday’s motion from former CCC Chair Shannon O’Brien, alleging violations of a court order by State Treasurer Deb Goldberg. (Released via MassCourts, 2/13/25)

O’Brien, in turn, is asking the court to order the entire document unsealed for pubic review as a sanction for Goldberg violating the court’s specific instructions as to redactions.

“Given the nature of the underlying proceedings, and the asserted bases for Plaintiff’s removal as Chair of the CCC, the Court is, frankly, skeptical that the administrative record itself is likely to contain a significant amount of protected personal information that satisfied the narrow definition of same under SJC Rule 1:24,” said judge Robert B. Gordan (who is specially assigned to the matter) in a prior ruling instructing Goldberg as to how to go about filing the redacted document in question. Read more background about that ruling here – https://www.patreon.com/posts/121109593

A section of the original court order that O’Brien alleges Goldberg violated. (Released via MassCourts, 1/30/25)

Then, in a strong, rebuke to Goldberg, Judge Gordon went on to say, …[T]he Treasurer has not identified, and the Court has not located, any case authority suggesting that an administrative record filed in the context of a review under G.L.c. 249 Section 4 or G.C.c. 30A is subject to the broader strictures of [the Fair Information Practices Act/FIPA], to claims of attorney-client privileges asserted after the subject information was disclosed in an administrative proceeding, or to a privet promised of confidentiality that a governmental agency may have extended to a complaining employee, such as would justify impoundment or redaction of the administrative record on those grounds.”

In turn, Goldberg’s shocking decision to attempt to hide most of the document in question from public view may well draw the ire of the court upon review thereof.

A hearing on the matter has been requested, but not yet scheduled, in Suffolk Superior Court.

’Brien alleges that a group of CCC staff members –attempting to cover up serious allegations of abuse, misconduct and corruption– “took out” O’Brien with pre-textual smears after she attempted to reform the beleaguered regulatory juggernaut.

Goldberg, O’Brien further alleges, is attempting to hide documents related to O’Brien’s suspension (and eventual dismissal) that may show a plot by Nurys Camargo, Shawn Collins, Cedric Sinclair and other CCC personnel to “take out” O’Brien with pretextual allegations of misconduct. Those documents are currently being kept private by Goldberg’s office because of the explosive allegations of misconduct (directed at some of Goldberg’s friends/allies) included therein.

Plenty more at

https://www.patreon.com/posts/new-overnight-in-122264111?utm_campaign=patron_engagement&utm_source=post_link&post_id=122264111&utm_id=8eb034e7-1b0e-497d-b0de-90b535ee76e9&utm_medium=email

Source link

breaking news

Royal Queen Seeds Fund Campaign In Germany Saying There’s A Lot of Poo In Illegal Weed.. and yes hilarity ensues with puns about smoking good shit

Published

3 weeks ago

February 7, 2025

admin

Only one in five samples classified as “clean”

After eight months of work and with the fantastic support of over 200 volunteers, the submitted samples were tested for biological components, pesticides, and other drugs.* And the results were shocking: Out of more than 300 samples tested, only around 20 percent were classified as safe and clean products. The majority of the remaining 80 percent contained traces of substances such as human and animal feces, Covid-19, and influenza viruses. We also found traces of cocaine, ketamine, crystal meth, MDMA, and even compounds from hairspray, as well as traces of toxic pesticides that are classified as illegal in Europe.

Worst test results in Berlin, Hamburg, and Munich

How the individual cities performed in the study is shown in the following overview, listed in descending order from most to least contaminated samples from 30 German cities and 20 other European metropolises.

*Please see below for detailed information on the analysis methodology.

Source link

breaking news

Both Chambers Of Virginia’s Legislature Vote To Legalize Adult Use Cannabis Sales

Published

3 weeks ago

February 5, 2025

admin

Marijuana Moment

With a vote on Tuesday by Virginia’s House of Delegates, both chambers of the legislature have now passed bills that would legalize and regulate recreational marijuana sales in the commonwealth.

House members voted 53–46 to approve HB 2485, from Del. Paul Krizek (D), which would allow adults 21 and older to purchase up to 2.5 ounces of marijuana from regulated, state-licensed retailers. The vote comes after the Senate last week approved companion legislation, SB 970, from Sen. Aaron Rouse (D).

Each bill now proceeds to the opposite chamber for consideration there.

Even if lawmakers give final approval to the legislation, however, Gov. Glenn Youngkin (R) has indicated he plans to veto it, as he did last year with nearly identical legislation.

Read full story