$RIV $RIV.V $CNPOF Completes $93.5 Million Bought Deal Private Placement

TORONTO, Feb. 27, 2019 — Canopy Rivers Inc. (TSXV:RIV) (“Canopy Rivers” or the “Company”) is pleased to announce that it has closed its previously announced bought deal financing (the “Bought Deal”) of subordinated voting shares of the Company (the “Subordinated Voting Shares”) with a syndicate of underwriters (the “Underwriters”) led by CIBC Capital Markets (“CIBC”) and Eight Capital (together with CIBC, the “Joint Bookrunners”). The Bought Deal consisted of an aggregate of 13,225,000 Subordinated Voting Shares, which reflects the exercise in full of the Underwriters’ over-allotment option, at a price of $4.80 per Subordinated Voting Share (the “Issue Price”) for gross proceeds of approximately $63.5 million.

Concurrent with the Bought Deal, the Company completed the previously announced private placement (the “Private Placement” and together with the Bought Deal, the “Offering”) with Canopy Growth Corporation (“Canopy Growth”), the Company’s largest shareholder. Pursuant to the Private Placement, Canopy Growth purchased 6,250,000 Subordinated Voting Shares at the Issue Price for additional gross proceeds of $30.0 million. Prior to the Offering, Canopy Growth owned approximately 26.5% of the issued and outstanding shares of the Company on a non-diluted basis and, elected to subscribe under the Private Placement for more than its pro rata participation right. Following completion of the Offering, Canopy Growth’s ownership interest in the Company has increased to approximately 27.1% of the issued and outstanding shares of the Company on a non-diluted basis.  The Subordinated Voting Shares issued pursuant to the Private Placement are subject to a statutory hold period under Canadian securities legislation expiring on June 28, 2019, and statutory restrictions on the distribution of shares from the holdings of a control person.

The combined gross proceeds to the Company under the Offering are approximately $93.5 million. The Company intends to use the net proceeds from the Offering for follow-on investments in existing portfolio companies, new domestic and international investments, working capital and general corporate purposes.

As consideration for their services, the Underwriters received a cash fee equal to 5% of the gross proceeds of the Bought Deal and 1% of the gross proceeds of the Private Placement.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States. The Subordinated Voting Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or the securities laws of any state of the United States, and may not be offered or sold in the United States, or to or for the account or benefit of a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Canopy Rivers

Canopy Rivers is a unique investment and operating platform structured to pursue investment opportunities in the emerging global cannabis sector. Canopy Rivers works collaboratively with Canopy Growth (TSX: WEED, NYSE: CGC) to identify strategic counterparties seeking financial and/or operating support. Canopy Rivers has developed an investment ecosystem of complementary cannabis operating companies that represent various segments of the value chain across the emerging cannabis sector. As the portfolio continues to develop, constituents will be provided with opportunities to work with Canopy Growth and collaborate among themselves, which Canopy Rivers believes will maximize value for its shareholders and foster an environment of innovation, synergy and value creation for the entire ecosystem.

Notice Regarding 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 the Company 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 including: the anticipated use of proceeds from the Offering; the ability of the Company to identify and pursue opportunities within the cannabis sector; and expectations for other economic, business, and/or competitive factors.

Investors are cautioned that forward-looking information is not based on historical facts 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 the Company 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 the Company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: changes in general economic, business and political conditions, including changes in the financial markets; potential conflicts of interest; the Canadian regulatory landscape and enforcement related to cannabis, including political risks and risks relating to regulatory change; changes in applicable laws; compliance with extensive government regulation; public opinion and perception of the cannabis industry; and the risk factors set out in the Company’s final short form prospectus dated February 21, 2019, filed with Canadian securities regulators and available on the Company’s profile on SEDAR at www.sedar.com.

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 the Company has 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 Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact:

Karoline Hunter
Sr. Director, Investor Relations & Communications
Email: ir@canopyrivers.com
(416) 583-5947

Daniel Pearlstein
Executive Vice President, Strategy
Email: daniel@canopyrivers.com
(647) 475-1115