Canopy Rivers Portfolio Company Terrascend Announces Acquisition of Vertically-Integrated Pennsylvania Cannabis Operator

TORONTO, Aug. 6, 2019 /CNW/ - Canopy Rivers Inc. ("Canopy Rivers" or the "Company") (TSXV: RIV) (OTC: CNPOF ) is pleased to announce its portfolio company, TerrAscend Corp. ("TerrAscend") (CSE: TER) (OTCQX: TRSSF), has signed a definitive agreement to acquire Ilera Healthcare ("Ilera"), a vertically-integrated cannabis cultivator, processor, and dispensary operator in Pennsylvania. Ilera's state-of-the-art, fully integrated seed-to-sale operations adds to TerrAscend's growing global footprint, currently spanning multiple U.S. states, Canada and the European Union.

"TerrAscend's rapid expansion in the U.S. has been driven by strategic, accretive acquisitions of quality operators with strong track records of success," said Narbe Alexandrian, President and CEO of Canopy Rivers. "We view the Ilera acquisition as another important step by TerrAscend as it grows its revenue-generating operations, expands its U.S. footprint in new states, and continues to scale its global business operations."

Ilera is one of only five operators in the state of Pennsylvania to have been awarded a "super licence" to grow, process and sell cannabis. Through its state-of-the-art facility in Waterfall, Pennsylvania, Ilera has a genetic library of more than 170 cannabis strains, a modern greenhouse designed for optimal plant growth and minimal environmental impact, clean CO₂ and ethanol extraction capabilities, and cutting-edge packaging technology. In addition to selling its products in its own dispensary, Ilera distributes its dried flower, concentrates, tinctures, and topicals to 50 of Pennsylvania's 52 medical cannabis dispensaries. With this acquisition, TerrAscend plans on launching its own suite of brands in the Pennsylvania market, including its California-based Valhalla Confections and State Flower brands as well as its premium Canadian cannabis brand, Haven St.

For more information, including the terms of the transaction, see TerrAscend's announcement here.

In October 2018, to accommodate TerrAscend's strategic pursuits internationally, including select opportunities in the United States, Canopy Rivers agreed to restructure its investment and waive certain restrictive covenants that were granted by TerrAscend, in connection with its original investment. For more information regarding Canopy Rivers' investment in TerrAscend, please refer to the Company's annual information form dated July 15, 2019 ("AIF"), filed with Canadian securities regulators and available on Canopy Rivers' profile on SEDAR at www.sedar.com. For additional information about TerrAscend, please refer to TerrAscend's profile on SEDAR or their website at www.terrascend.com.

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 identifies 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 Corporation (TSX: WEED, NYSE: CGC) 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.

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 Canopy Rivers 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: TerrAscend's global footprint and the impact of the Ilera acquisition thereon; the potential impact of the Ilera acquisition on TerrAscend's business and future growth; TerrAscend's plans to launch its own suite of brands in the Pennsylvania market, including its Valhalla Confections, State Flower and Haven St. brands; and other 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 Canopy Rivers 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 Canopy Rivers. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: regulatory and licensing risks; the actual impact of the Ilera acquisition on TerrAscend's business, global footprint and future growth; TerrAscend's ability to launch its own suite of brands in Pennsylvania; changes in consumer demand and preferences; 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; public opinion and perception of the cannabis industry; and the risk factors set out in Canopy Rivers' AIF, filed with Canadian securities regulators and available on Canopy Rivers' 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 Canopy Rivers 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. Canopy Rivers 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.

SOURCE Canopy Rivers Inc.

Karoline Hunter, Sr. Director, Investor Relations & Communications, E-mail: [email protected]