RIV Capital Recieves Shareholder Approval For Cansortium Transaction

RIV Capital Inc. (CSE: RIV) (OTC: CNPOF), an acquisition and investment firm with a focus on building a leading multistate platform with one of the strongest portfolios of brands in key strategic U.S. markets, is pleased to announce that holders of Class A common shares of RIV Capital voted in favor of a special resolution to approve the previously announced proposed business combination (the “Business Combination”) with Cansortium Inc. (CSE: TIUM.U) (OTCQB: CNTMF), a vertically integrated, multi-state cannabis company operating under the FLUENT™ brand, at the Annual General and Special Meeting of RIV Shareholders held earlier today.

Cansortium is also pleased to announce that holders of common shares of Cansortium voted in favor of a special resolution to authorize an amendment to its articles to, among other things, create a new class of non-voting exchangeable shares in connection with the Business Combination, at the annual general and special meeting of Cansortium Shareholders held earlier today.

The Arrangement Resolution required approval by (i) at least two-thirds of the votes cast by RIV Shareholders present in person or represented by proxy at the RIV Meeting, and (ii) a simple majority of the votes cast by RIV Shareholders present in person or represented by proxy at the RIV Meeting, excluding any RIV Shares held by any interested or related party in accordance with Multilateral Instrument 61‐101 – Protection of Minority Security Holders in Special Transactions.

Approximately 98.8% of the votes eligible to be cast at the RIV Meeting were voted in favor the Arrangement Resolution.

The Amendment Proposal required approval by at least two-thirds of the votes cast by Cansortium Shareholders present in person or represented by proxy at the Cansortium Meeting. Approximately 99.1% of the votes eligible to be cast at the Cansortium Meeting were voted in favor of the Amendment Proposal.

“Since we announced our business combination earlier this year, our teams have come together and made great progress and we are excited to continue to work diligently to complete the remaining steps needed to integrate our businesses ahead of closing the transaction,” said Robert Beasley, Chief Executive Officer of Cansortium. “With shareholder support now secured, our focus will shift to furthering our collaboration efforts to fully leverage the opportunities across our respective footprints. This proactive approach is expected to fuel growth and profitability across our shared footprint to immediately begin driving value for shareholders upon the completion of the transaction.”

Mike Totzke, COO and interim CEO of RIV Capital added, “We are thrilled to secure our shareholders’ support as we move towards finalizing the transaction and accelerating the anticipated benefits that the combined company can deliver. We are well positioned to quickly leverage our joint capabilities and complementary strengths to establish leading positions in some of the most exciting markets in the country.”

RIV Capital will seek a final order approving the Arrangement from the Ontario Superior Court of Justice (Commercial List) on August 29, 2024. The Business Combination is expected to close in the fourth quarter of 2024, subject to, among other things, receipt of final court approval and all required regulatory approvals and the satisfaction of certain other closing conditions customary in transactions of this nature. Further details regarding the Business Combination, including the principal closing conditions and the anticipated benefits for RIV Shareholders, can be found in RIV Capital’s management information circular dated July 12, 2024 in respect of the RIV Meeting (the “Circular”) and in the joint press release issued by RIV Capital and Cansortium on May 30, 2024, both of which can be found under RIV Capital’s SEDAR+ profile at www.sedarplus.ca.

The combined business of Cansortium and RIV Capital will operate under the Cansortium name and Cansortium common shares will continue to trade on the Canadian Securities Exchange (the “CSE”) under the symbol “TIUM.U” and on the OTCQB Venture Market under the symbol “CNTMF.”