RIV Capital Appoints David E Vautrin to Interim CEO

TORONTO– October 1, 2024 - RIV Capital Inc. (“RIV Capital” or the “Company”) (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, announced today that Mike Totzke, Interim Chief Executive Officer and Chief Operating Officer, has resigned from the company, effective October 1^st, 2024. The Board of Directors has appointed its current Chief Retail Officer, David E Vautrin, as Interim Chief Executive Officer.

Mike Totzke has led RIV Capital for two and a half years, achieving expanded cultivation and manufacturing operations in its Chestertown facility, converting into the adult-use market and opening its first three adult use retail stores, while positioning the Company for the pending merger with Cansortium. Beyond Mr. Totzke’s numerous accomplishments, he directly led the recruitment and hiring of Mr. Vautrin.

"It has been an honor to lead RIV Capital," said Mike Totzke. "I am incredibly proud of everything we have accomplished as a team, and I am confident that RIV Capital is in a strong position to continue its growth under David E Vautrin as the Interim CEO. Dave is one of the most effective executive operators I have worked with in the industry. With Dave’s leadership and our merger with Cansortium, it’s an ideal time for me to step into my next opportunity.”

David E Vautrin is a highly experienced executive who has been in the cannabis industry for seven years and with RIV Capital since June 2024. Since joining the executive team Mr. Vautrin has led transformational growth. Under his leadership, the Company has experienced rapid revenue growth, and expanded its co-located adult-use retail locations while substantially expanding the breadth of the Company’s wholesale business.

"I am excited to expand my responsibilities with the impressive team while leveraging prior experiences with both building The Travel Agency, multi-store cannabis group in NYC, and my successful tenure starting up Cannaroyalty (later renamed Origin House) in California and implementing its sale to Cresco. In my new role, I will remain laser-focused on optimizing the business, driving top line revenue and closely working with the executive team at Cansortium as we prepare for our combination.”

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.

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. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding RIV Capital's strategies, objectives, goals, opportunities and plans, including in respect of Etain and its product portfolio; RIV Capital's ability to appropriately scale Etain's existing infrastructure, processes and systems and the development of a robust adult-use retail and wholesale program; the ability of RIV Capital and Etain to open its second co-located medical and adult-use retail dispensary in midtown Manhattan; RIV Capital's expectations regarding the U.S. cannabis market; expectations regarding adult-use cannabis market opportunities in New York and the benefits of the New York adult-use cannabis market; expectations regarding adult-use sales in the state of New York; plans to update Etain's existing retail locations and the potential to build new locations; expectations regarding midtown Manhattan and the midtown Manhattan dispensary, RIV Capital's expectations regarding Etain's position in the New York cannabis market; RIV Capital's expectations and plans regarding Etain's business, including its market share, sales, brand, products and locations; Etain's plans and future prospects in the cannabis retail space; RIV Capital’s ability to successfully introduce additional brands and products into the New York market; RIV Capital’s expectations regarding its continued integration activities with Cansortium Inc.; RIV Capital’s expectations regarding a potential close of its business combination with Cansortium Inc. in the fourth quarter of 2024; RIV Capital’s ability to maintain priority access for medical cannabis patients; RIV Capital's expectations regarding growth opportunities; 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 management's discussion and analysis dated November 28, 2023 and annual information form dated March 31, 2023 filed with the Canadian securities regulators and available on RIV Capital's profile on SEDAR+ at www.sedarplus.com.

The Company has invested in and acquired, and intends to in the future invest in and/or acquire, companies that are involved in the manufacture, possession, use, sale, and distribution of cannabis in the recreational and medicinal cannabis marketplace in the United States. Local state laws where such operations occur permit such activities, however, investors should note that there are significant legal restrictions and regulations that govern the cannabis industry in the United States. Cannabis remains a Schedule I drug under the U.S. Controlled Substances Act, making it illegal under federal law in the United States to, among other things, cultivate, distribute or possess cannabis in the United States. Financial transactions involving proceeds generated by, or intended to promote, cannabis-related business activities in the United States 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 United States has trended toward non-enforcement against individuals and businesses that comply with recreational and medicinal cannabis programs in states where such programs are legal, strict compliance with state laws with respect to cannabis will neither absolve the Company of liability under U.S. federal law, nor will it provide a defense to any federal proceeding which may be brought against the Company. The enforcement of federal laws in the United States is a significant risk to the business of the Company and any proceedings brought against the Company thereunder may adversely affect the Company's operations and financial performance.

Should one or more of these 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 RIV Capital has attempted to identify important risks, uncertainties and factors that could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. RIV Capital does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law. 

For further information:

Investor Relations contact for RIV Capital:

ir@rivcapital.com

Media contact for RIV Capital:

media@rivcapital.com

Officer contact for RIV Capital:

Matt Mundy

416-583-5945