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RIV Capital & JW Asset Management Stop Bickering

Published

2 years ago

March 1, 2023

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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 As part of the settlement, JWAM and its affiliated funds have also withdrawn their requisition for a special meeting of the Company’s shareholders currently scheduled for June 6, 2023, which meeting will be cancelled by the Company.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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Press Release: Health Canada releases new data on cannabis use in Canada – “18% of people who had used cannabis in the past 12 months reported driving after cannabis use, a significant decline from 27% in 2018.”

Published

1 week ago

December 15, 2024

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The 2024 Canadian Cannabis Survey provides important insights into Canadians’ knowledge, attitudes and behaviours on cannabis use

December 6, 2024 | Ottawa, Ontario | Health Canada

An important part of the Government of Canada’s public health approach to legalizing and strictly regulating cannabis is ongoing and comprehensive surveillance, data collection and evidence gathering. The results from the annual Canadian Cannabis Survey provide a snapshot of public health and public safety data on cannabis in Canada.

Today, Health Canda published the 2024 Canadian Cannabis Survey (CCS) results. The data was collected from April 4^th to July 2^nd, 2024.

Since 2017, Health Canada has conducted the annual Canadian Cannabis Survey to better understand attitudes and knowledge regarding cannabis, as well as patterns of cannabis use in Canada. Through the information gathered, Health Canada can better understand where support is needed the most and develop program initiatives that will help educate and raise awareness around the use of cannabis.

Findings from the 2024 survey include:

The proportion of people in Canada who report smoking cannabis continues to decline. That said, smoking remains the most common method of consuming cannabis (69%), followed by eating (57%) and vaporizing with a vape pen or e-cigarette (37%).
The number of respondents who reported getting cannabis from a legal source in 2024 was 72% – an increase from 37% in 2019 to 72% in 2024, with legal storefronts being the most common source since 2019. A smaller proportion reported accessing cannabis through illegal sources (3%) compared to 2019 (16%).
18% of people who had used cannabis in the past 12 months reported driving after cannabis use, a significant decline from 27% in 2018.
There was no change in rates of cannabis use among youth (age 16-19) over the past year. Past 12-month cannabis use among youth aged 16-19 was 41%, similar to several previous years (44%, 44%, and 43% in 2019, 2020 and 2023 respectively).
Overall, the proportion of respondents who said they used cannabis and reported daily, or almost daily use has been stable since 2018 (approx. 25%), including among youth (approx. 20%).
The percentage of people in Canada who said they use cannabis who are ‘at high risk’ of developing problems from cannabis use has remained stable since 2018 (approx. 3%).

Health Canada has made significant investments to educate youth and young adults about the health risks of cannabis, as they are at an increased risk of experiencing adverse effects from cannabis use since the brain continues to develop up until around the age of 25. These efforts include the Spring 2022 Reduce your risk: Choose legal cannabis public education campaign, the Prevention of Accidental Paediatric Cannabis Poisonings among Children campaign in Spring 2023, and the Pursue Your Passion: A Teen Cannabis Education Program, which was re-launched in March 2023 as a virtual program to educate youth and young adults about the health effects of cannabis. The department has also produced public education material that emphasizes the importance of storing cannabis securely away from children and pets.

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Marijuana Moment: GOP Leaders Blocked Schumer’s Push To Include Cannabis Banking Reform In Government Funding Bill, Senate Source Says

Published

2 weeks ago

December 11, 2024

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MM write

Republican House and Senate leadership “openly and solely blocked” Senate Majority Leader Chuck Schumer’s (D-NY) attempt to include bipartisan marijuana banking legislation in a government funding bill, a Senate source familiar with the negotiations tells Marijuana Moment.

As bicameral lawmakers have worked to put together a continuing resolution to keep the government funded, Schumer repeatedly urged colleagues across the aisle to incorporate the Secure and Fair Enforcement Regulation (SAFER) Banking Act, to no avail. Senate Minority Leader Mitch McConnell (R-KY) and House Speaker Mike Johnson (R-LA) killed that prospective deal, the source said.

“Schumer pushed for SAFER Banking at the negotiation table in the CR multiple times. This week, both Speaker Johnson and Leader McConnell strongly rejected it,” they said. “For years some Republicans have done a dance telling marijuana businesses that they supported SAFER, while Republican leadership has openly and solely blocked it at every turn.”

GOP Leaders Blocked Schumer’s Push To Include Marijuana Banking Reform In Government Funding Bill, Senate Source Says

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Brazil: Parliamentary Front of Medicinal Cannabis and Industrial Hemp Announce Funded Cannabis Projects

Published

2 weeks ago

December 6, 2024

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The Parliamentary Front of Medicinal Cannabis and Industrial Hemp held the last meeting of 2024 in the Plenary Dom Pedro I, in the Legislative Assembly of Sao Paulo (Alesp). On the occasion, the eight winning projects of the 2nd edict of parliamentary amendments, defined by the Deliberative Council of the Front, were announced.

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State deputies Caio France and Eduardo Suplicy, coordinator and deputy coordinator of the Front, allocated R$ 1 million from the 2025 budget of individual tax amendments to finance the initiatives. Each parliamentarian contributed R$ 500 thousand, encouraging projects covering medical cannabis and industrial hemp.

Projects selected by universities and third sector entities

Of the more than 30 projects enrolled, half were submitted by public universities, such as Unicamp, Unesp and Unifesp, while the rest came from third sector organizations, city halls and state institutions. The requested values varied between R$ 50 thousand and R$ 500 thousand, with proposals covering production of informative materials, clinical studies, congresses and development of technologies related to medical cannabis.

Among the themes of the projects, we highlight studies on chronic pain, online training courses, evaluations of cannabis use in people with Autism Spectrum Disorder (ASD), and the creation of digital platforms with data on therapeutic responses.

Legislative advances and national impact

Deputy Caio France celebrated the advances made in 2024, such as the inclusion of cannabis in the Brazilian Pharmacopoeia and the decision of the Superior Court of Justice (STJ) allowing the cultivation of hemp for medicinal, pharmaceutical and industrial purposes. “State law 17,618/23 was instrumental in driving these changes. The discussions held at the meetings of the Parliamentary Front served as a guide in the selection of projects,” highlighted France.

How to follow up on the ad

The audience will be broadcast live on the Alesp Network channel on YouTube, and the results will be available on the official website of the Parliamentary Front (www.fpcannabis.co.uk).

https://sechat.com.br/noticia/frente-parlamentar-da-cannabis-medicinal-divulga-projetos-selecionados-em-edital-de-2024?utm_medium=email&_hsmi=100194737&utm_content=100194737&utm_source=hs_email

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