JW ASSET MANAGEMENT ENTERS INTO SETTLEMENT AGREEMENT WITH RIV CAPITAL INC.

NEW YORK, Feb. 24, 2023 /CNW/ - JW Asset Management, LLC ("JW") today announced that along with Jason Wild and certain funds advised by JW, it has entered into a settlement agreement with RIV Capital Inc. ("RIV"), to settle certain disputes relating to JW's application to the Ontario Superior Court of Justice that was previously announced in a press release filed by RIV on May 24, 2022 and the requisition of a special meeting of RIV announced in a press release filed by JW on December 20, 2022 (the "Settlement Agreement"). Pursuant to the Settlement Agreement, RIV agreed to, among other things, repurchase for cancellation 33,733,334 Class A common shares of RIV ("Common Shares") controlled and directed by JW advised funds for the aggregate price of USD $19,625,000.00 (being CAD $26,576,175.00, calculated using the U.S. dollar to Canadian dollar exchange rate as reported by the Bank of Canada on February 22, 2023) (the "Settlement Transaction").

Immediately prior to the completion of the Settlement Transaction, funds advised by JW controlled and directed 33,733,334 Common Shares, representing approximately 19.95% of the issued and outstanding Common Shares in the following amounts:

• 24,333,334 Common Shares were held by JW Partners, LP;
• 9,000,000 Common Shares were held by JW Opportunities Master Fund Ltd.;
• 370,000 Common Shares were held by JW Growth Fund, LLC; and
• 30,000 Common Shares were held by Insight Wellness Fund, LLC.

Upon completion of the Settlement Transaction, funds advised by JW no longer hold any Common Shares in RIV.

On December 20, 2022, the JW advised funds requisitioned (the "Requisition") a special meeting of holders of Common Shares (the "Special Meeting") of RIV, in order to, among other things, remove certain directors and elect new directors. On January 9, 2023, RIV issued a press release announcing that it had scheduled the Special Meeting for June 6, 2023. Pursuant to the Settlement Agreement, the JW advised funds withdrew the Requisition.

Additionally, litigation between, among others, The Hawthorne Collective, Inc., JW and Jason Wild has been settled. In return for a withdrawal of the existing litigation and other consideration, Jason Wild and JWAM have agreed, among other things, to a standstill with respect to certain actions relating to RIV.

An early warning report in connection with this press release is being filed by JW in accordance with applicable Canadian securities laws and will be available on SEDAR at www.sedar.com and can also be obtained by contacting Jason Klarreich, the Chief Financial Officer of JW at [email protected].

The head office of RIV is located at:

RIV Capital Inc.
40 King Street West, Suite 2504,
Toronto, Ontario M5H 3Y2

SOURCE JW Asset Management LLC

or to obtain a copy of the early warning report to which this press release relates, please contact: JW Asset Management, LLC, Attn: Jason Klarreich, Chief Financial Officer, 14 North Lake Rd., Armonk, NY 10504, United States, Telephone: [phone], Email: [email protected]