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RIV Capital & JW Asset Management Stop Bickering

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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 As part of the settlement, JWAM and its affiliated funds have also withdrawn their requisition for a special meeting of the Company’s shareholders currently scheduled for June 6, 2023, which meeting will be cancelled by the Company.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



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Australian Broadcasting Corp Alleges Military Veterans Have Been Targeted By Medicinal Cannabis Companies Via Social Media & Offered Free “Product”

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Their Headline reads

Veterans targeted by medicinal cannabis businesses on social media spruiking free products and subscriptions.

In short:

Veterans are being targeted by social media ads offering access to “free” medicinal cannabis, funded by the Department of Veterans Affairs (DVA).

VeteranCann supplied medicinal cannabis to a man with a record of cannabis addiction, who ended up in “borderline psychosis” and kept sending it even after he told them he was addicted.

Another patient was bombarded with texts to book an appointment, as the DVA confirms it funded $35.99 million of medicinal cannabis in 2023/2024.

The Report

At 4:16am a Brisbane navy veteran is desperately messaging the company which prescribes and sends him medicinal cannabis.

“I am addicted to THC and I shouldn’t be using it. I feel like I am having a mental health crisis and breakdown,” he pleads, hoping to put an end to the shipments.

It had been a swift downward spiral for 35-year-old Bill*, after he was targeted with a Facebook advertisement by the company VeteranCann.

The ads offered free access to “natural therapies” and claimed it was “backed by the Department of Veterans Affairs (DVA)”.

Despite his history of cannabis addiction being well-documented with the DVA, Bill was sent more than $1,700 worth of medicinal cannabis in less than a month after just one call with a VeteranCann doctor.

The 14 bottles — six containing the psychoactive ingredient tetrahydrocannabinol (THC) — were paid for by the DVA.

“That was when I thought, ‘wow, these guys … might be a bit dodgy here. I can’t believe they’re sending me it so quickly’,” he said.

Struggling with his mental health, chronic pain and life with a newborn baby, some days Bill would drink entire bottles of the oil — bottles which should have lasted almost a month.

Within weeks he was in a “borderline drug-induced psychosis”, had taken sick leave from work and told his wife, who was caring for their baby, he felt like a “zombie”.

Despite informing VeteranCann he was addicted, he received another two shipments of the drugs.

“What is wrong with this system? Why should addictive medication be sent three times to a drug-addicted veteran?” he said.

Veterans big business for medicinal cannabis telehealth companies

Veterans represent a lucrative market for medicinal cannabis companies.

The DVA fully funds medicinal cannabis for veterans with specific conditions when other treatments have failed, and where there is evidence of a clinical benefit.

In the 2023-2024 financial year, it spent $35.99 million to fund medicinal cannabis for 8,455 veterans.

A DVA spokesperson confirmed 6 per cent of applications to fund medicinal cannabis products for veterans were rejected.

The ABC has spoken to veterans accusing major industry players of exploitative behaviour, including questionable marketing tactics, late night texts, offers of “free” medicinal cannabis, and ads targeting them through veteran support groups.

A screenshot of messages between Bill and VeteranCann

Bill said he told VeteranCann he was addicted to THC. (Supplied)

Army veteran Sandra* started the process to access medicinal cannabis for chronic pain through VeteranCann this year.

She said she had a 20-minute consultation with a nurse before being prescribed cannabis oil containing THC by a doctor she never spoke to.

The Royal Australian College of Psychiatrists warns products which contain high potency THC — the ingredient which gives users a “high” — should be avoided due to the risk of psychosis and weak evidence of efficacy in most conditions.

The DVA requires a written application from a veteran’s specialist before approving funding for higher doses of THC, or for multiple cannabis products.

VeteranCann invites veterans to use its “in-house advocate program” to get chronic pain or injury officially accepted by the DVA, as well as access to “partnered pain specialists” to unlock fully-funded treatment — including higher dose THC.

Sandra’s regular GP, Dr Kerry Summerscales, is a veteran herself.

She specialises in treating other veterans, and was shocked to see some of the high strength products her patients had been prescribed by online telehealth companies.

“I was really quite horrified on a few levels,” Dr Summerscales said.

“It’s like going straight in. ‘Oh yeah, here’s your fentanyl patch. Oh yeah, we won’t bother trying the Panadol first’.”

VeteranCann booked appointments for both Bill and Sandra with a “pain specialist” doctor, to help get DVA funding for higher doses of THC.

When Sandra didn’t follow up, she started receiving texts from a man called Geoff from VeteranCann offering to help gain free access to medicinal cannabis including “oil, flower and gummy bears”.

“The texts were a bit weird, because they just kept coming,” Sandra, who also lives with PTSD and ADHD, said.

Dr Summerscales said she was stunned when she saw the messages.

“I saw it as downright badgering, especially when you look at the times, at 9 o’clock at night there were texts,” she said.

Text message reads Geoff from Veterancann here. I noticed you have previously reached out to us. I wanted to follow up...

A text message sent from Geoff to a customer asking if they would like another booking for medicinal cannabis “free for veterans”. (Supplied)

Eventually Sandra replied to Geoff, noting VeteranCann hadn’t consulted with her GP.

Geoff responded, “normally VeteranCann doctors don’t liaise with GPs”, before texting again to offer a follow-up call.

“Therein lies the issue,” Dr Summerscales said.

“(Veterans) do have chronic pain and some of them do have mental health issues and they are vulnerable in that way.

“If you’re not treating the patient holistically and you’re just prescribing the one medication in a five-minute consult, that’s not medicine. And that is what needs to be clamped down on.”

In a statement, VeteranCann told the ABC Geoff was a “trained and experienced veteran advocate” paid for “onboarding veterans”, but apologised for the messages which it said “should not have been sent”.

Geoff’s number was also featured in online veteran support groups, advertising VeteranCann including several run by registered charity Young Veterans

Read more including this

VeteranCann consultant terminated after misogynistic posts

VeteranCann is owned by Dispensed, a telehealth company under fire after patients with a history of psychosis were prescribed medicinal cannabis by the company. One was hospitalised and the other took his own life.

 

https://www.abc.net.au/news/2024-11-11/veterans-targeted-medicinal-cannabis-businesses-veterancann/104563180



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News story : UK Gov. – Hemp licence burdens to be cut back to help grow UK economy

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Reforms to current hemp licence regulations are set to be introduced, making it easier for regulated farmers to grow the crop and maximise its economic potential.

“Hemp” is a variety of cannabis with “low-THC” levels, which is currently defined as a maximum of 0.2%.

The plant is grown for strictly lawful purposes, such as for use in the construction and textiles industries, and only farmers with a licence are allowed to plant it.

The government has agreed to several reforms, developed in collaboration with experienced growers, to the licensing system which will help boost the industry.

Under the changes, licence holders will now be able to grow hemp anywhere on a licensed farm, reducing the unnecessary burden on farmers who currently have to set out the exact field where they will grow the plants within a farm. This change is expected to come into effect for the 2025 growing season.

Ahead of the 2026 growing season, two further changes to the regulations are planned. The first will see an extension of the maximum period for a licence from 3 to 6 years, subject to compliance with the licence terms.

The second change will allow those applying for a licence to defer its start date by up to one year, helping farmers to make business planning easier.

Minister for Crime and Policing, Dame Diana Johnson said:

These reforms will bring an important boost to this industry and cut down the unnecessary burdens that have been placed on businesses.

This government will always listen and engage with industry experts, and we want to make it easier for licence holders to capitalise on the economic potential of legally growing hemp.

Minister for Food Security and Rural Affairs, Daniel Zeichner said:

These improvements to the licensing regime for industrial hemp are a positive step for farmers.

Recognising that industrial hemp is a field-grown agricultural crop, these reforms will simplify the license application process and provide greater flexibility within the crop rotation, enabling farmers to fully realise the economic and environmental benefits of the crop.

The government recognises cannabis is a harmful substance and expects police to take action against its misuse and supply. As a Class B substance, being caught possessing cannabis carries a maximum sentence of 5 years in prison, a fine or both.

Supplying the drug is also a serious criminal offence and carries a maximum sentence of up to 14 years in prison, an unlimited fine or both.



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NY bans sale of caffeine-infused cannabis – The New York Office of Cannabis Management issued a stop order to Hudson Cannabis

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1906 sells two different “drops,” or pills, with low doses of THC and higher amounts of caffeine marketed as “Go” and “Genius” in small cylinder containers.

The firm’s “Go” drops contain 80 milligrams of caffeine and 2 mgs of THC-extract and 5 mgs of cannabidiol [CBD]/ weed extract and other plant-based or herbal ingredients. Go is marketed as an energy stimulant.

Its Genius pills contain 20 mgs of caffeine mixed with 2.5 mgs of TCH and 5 mgs combined of CBD and Cannabigerol (CBG), also found in the marijuana plant, and other herbal or plant extracts. It’s touted as a “brain power” supplement to boost focus and memory and calmness.

The 1906 cannabis pills have been marketed in New York since February of last year.

But OCM regulators issued a “quarantine,” or stop order, for the 1906 tablet July 24 after inspecting the 1906 combined cannabis-caffeine mix products at the Hudson Cannabis facility.

“Evidence supports that ingredients used in product are not allowed to be used in cannabis products,” said the quarantine order signed by inspectors Natalie DeLong and Matthew Hinken.

The order said the mixed ingredients “may jeopardize public health or safety.”

The company marketing 1906, which has been sold in seven states including New York, is appealing the ruling banning the sale of $1 million of its inventory in New York.

“Hudson Cannabis and our production facilities fully follow New York State’s cannabis regulations,” said Melany Dobson, co-founder of Hudson Cannabis, in a statement to The Post on Sunday.

“We are surprised by this decision from the State to quarantine products that have been on the market for over 18 months, are sold legally in States across the nation, and as far as we know have had zero reported adverse effects.

“This type of arbitrary and capricious behavior, preventing the sale of safe and tested products readily available across the country, only serves to benefit the illicit market Governor Hochul claims to care about shutting down,” Dobson said.

A lawyer for 1906’s parent firm Nuka Enterprises, Matthew Schweber, said OCM cited what he described as a wacky decaffeination rule that forbids infusing pure caffeine into cannabis products but allows “naturally occurring caffeine.”

The rule states,  “A processor is prohibited from processing any products which… contain any non-phytocannabinoid ingredient that would increase potency, toxicity, or addictive potential, or that would create an unsafe combination, known or unknown, with other psychoactive substances. This prohibition shall not apply to products containing naturally occurring caffeine, such as coffee, tea, or chocolate.”

OCM claims that caffeine increases “potency, toxicity, or addictive potential or… create(s) an unsafe combination [with cannabinoids],” Schweber said.

“But OCM can’t say which prohibition exactly caffeine triggers? Does caffeine increase cannabis’ ‘potency?’ Does it increase its ‘toxicity’ or its ‘addictive potential?’  Does it create ‘an unsafe combination?’ ” Schweber said.

“They can’t say. Do they have documented evidence of any of the dangers of combining caffeine and cannabis? No, of course not,” the lawyer said.

Schweber said the “crazy” part is that state regulators don’t explain why “naturally occurring caffeine” is OK but added caffeine is not.

Read more https://nypost.com/2024/10/27/us-news/ny-bans-sale-of-caffeine-infused-cannabis/



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