RIV Capital Establishes Distribution Partnership with Nabis

Strategic Partnership Poised to Boost Market Penetration and Streamline Operations, Accelerating RIV Capital’s Growth in New York’s Thriving Market

TORONTO, Oct. 16, 2024 /PRNewswire/ – RIV Capital Inc. (“RIV Capital” or the “Company”) RIV CNPOF, an acquisition and investment firm with a focus on building a leading multistate platform, today announced a distribution partnership agreement with Siban Holdings, Inc. (“Nabis“) (the “Agreement”), a leading wholesale platform in the cannabis industry. Under the terms of the Agreement, Nabis’s technology and expertise will facilitate distribution for the Company’s branded products to licensed retailers across New York state.

The partnership leverages Nabis’s extensive experience in servicing over 300 brands nationwide with anticipated best-in-class fulfillment, data analytics, financing, sales, and marketing services, which is expected to position RIV Capital to substantially expand its wholesale network and offer an enhanced product portfolio to a rapidly growing number of dispensaries and delivery businesses across New York. The legal New York cannabis market has improved significantly as action by state authorities have helped to mitigate illicit market activities and expand the legal market. The New York State Cannabis Advisory Board recently reported that Q3 2024 total adult-use sales reached $250 million, representing 54% sequential growth and an increase of 357% from a year earlier.

“As we bring in exciting new brands like MOODS and the market here expands, we are thrilled to begin our partnership with Nabis to help broaden our reach in New York,” said Dave Vautrin, Chief Retail Officer and Interim Chief Executive Officer of RIV Capital. “This agreement will allow us to achieve efficiencies within our expense profile and remove unnecessary complexity from our organization while opening up new opportunities to sell our premium, high-quality branded products to both medical patients and adult-use consumers alike in New York.”

“We are excited to be supporting RIV Capital and to be working alongside Dave Vautrin again,” said Vince C. Ning, Co-Founder and CEO of Nabis. “I witnessed first-hand Dave’s strong leadership as friendly former competitors in California when he ran California’s largest distribution business, Continuum by Origin House, before it was sold to Cresco and returned to his native state of New York. The RIV Capital team’s desire to focus on their core expertise in cultivation and retail, and entrusting Nabis’ technology platform for wholesaling, is a testament to their deep experience and foresight in understanding the requirements to scale their burgeoning wholesale business.”

The Agreement coincides with the recent introduction of MOODS Cannabis in New York by the Company. Formulated with floral terpenes, MOODS Mini All-in-One, MOODS 0.5g Dash All-In-One, and MOODS 1g Cartridges deliver long-lasting flavor and offer a wide range of effects, ranging from happy and uplifted to sleepy and mellow.

About RIV Capital

RIV Capital is an acquisition and investment firm with a focus on building a leading multistate platform with one of the strongest portfolios of cannabis brands in key strategic U.S. markets. Backed by in-house expertise and cannabis domain knowledge, RIV Capital aims to grow its own brands and partner with established U.S. cannabis operators and brands to bring them to new markets and build market share. RIV Capital established the foundational building blocks of its active U.S. strategy with its previously announced acquisition of Etain. Through its strategic relationship with The Hawthorne Collective, Inc. (“The Hawthorne Collective”), a subsidiary of The ScottsMiracle-Gro Company (“ScottsMiracle-Gro”), RIV Capital is The Hawthorne Collective’s preferred vehicle for cannabis-related investments not under the purview of other ScottsMiracle-Gro subsidiaries.

About Nabis

Nabis is the #1 licensed cannabis wholesale platform, servicing over 300 brands. Founded in 2018 by serial tech entrepreneurs Vince C. Ning and Jun S. Lee, Nabis is on a mission to build the most powerful licensed cannabis wholesale platform with a multi-channel fulfillment network that simplifies cannabis commerce for brands and retailers anywhere in the world. Nabis supports numerous exclusive brands and retailers, transacting over $1B worth of cannabis products in major states across the nation. As Nabis continues its national expansion, the privately-held multistate operator utilizes its experience in the world’s largest legal cannabis markets and offers its partners an online wholesale marketplace with best-in-class fulfillment, payment processing, financing, data analytics, and sales and marketing services to enable more brands and retailers to innovate, launch, and scale strategically. Ning and Lee’s work earned Nabis a spot on Inc. 5000’s list of Fastest Growing Private Companies in America in 2023, and on Fast Company’s list of the 50 Most Innovative Companies in America in 2024. Learn more: nabis.com

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 RIV Capital, its portfolio companies, and Etain with respect to future business activities and operating performance. Often, but not always, forward-looking information can be identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions. Forward-looking statements or information involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Cansortium, RIV Capital or their respective subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements or information contained in this news release. Examples of such statements include, but are not limited to, statements regarding: expectations with respect to the Company’s wholesale business expansion with Nabis; expectations with respect to the availability of MOODS products at additional third-party dispensary locations; expectations with respect to MOODS product sales, including the potential growth of the Company’s wholesale division; 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 RIV Capital 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 RIV Capital, its portfolio companies, and/or Etain.

Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: RIV Capital’s ability to execute its go-forward strategy; stock market volatility; changes in the business activities, focus and plans of RIV Capital, Etain and RIV Capital’s investees and the timing associated therewith; the timing of any changes to federal laws in the U.S. to allow for the general cultivation, distribution, and possession of cannabis; regulatory and licensing risks; changes in cannabis industry growth and trends; 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, including RIV Capital’s interpretation of such regulation; public opinion and perception of the cannabis industry; divestiture risks; and the risk factors set out in RIV Capital’s annual information form for the year ended March 31, 2023, annual management’s discussion and analysis for the nine-month period ended December 31, 2023, and management information circular dated July 12, 2024 under the heading “Risk Factors”, as filed with the Canadian securities regulators and available on RIV Capital’s profile on SEDAR+ at www.sedarplus.ca and such other risks contained in the public filings of Cansortium filed with Canadian securities regulators and available under Cansortium’s profile on SEDAR+ at www.sedarplus.ca.

Cansortium and RIV Capital, through several of their respective subsidiaries, are directly involved in the manufacture, possession, use, sale, and distribution of cannabis in the adult-use and medical cannabis marketplace in the U.S. Local state laws where Cansortium and RIV Capital operate permit such activities, however, investors should note that there are significant legal restrictions and regulations that govern the cannabis industry in the U.S. Cannabis remains a Schedule I drug under the Controlled Substances Act, making it illegal under federal law in the U.S. to, among other things, cultivate, distribute, or possess cannabis in the U.S. Financial transactions involving proceeds generated by, or intended to promote, cannabis-related business activities in the U.S. may form the basis for prosecution under applicable U.S. federal money laundering legislation.

While the approach to enforcement of such laws by the federal government in the U.S. has trended toward non-enforcement against individuals and businesses that comply with adult-use and medical cannabis programs in states where such programs are legal, strict compliance with state laws with respect to cannabis will neither absolve Cansortium and RIV Capital of liability under U.S. federal law, nor will it provide a defense to any federal proceeding which may be brought against Cansortium or RIV Capital. The enforcement of federal laws in the U.S. is a significant risk to the business of Cansortium and RIV Capital and any proceedings brought against Cansortium or RIV Capital thereunder may adversely affect operations and financial performance.

Should one or more of the foregoing 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 Cansortium and RIV Capital have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The forward-looking information and statements included in this news release are made as of the date of this news release and Cansortium and RIV Capital do not undertake any obligation to publicly update such forward-looking information to reflect new information, subsequent events or otherwise unless required by applicable securities laws.

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