Canopy Rivers Files Early Warning Report in Connection with James E. Wagner Cultivation Investment

TORONTO, Feb. 7, 2020 /CNW/ - Canopy Rivers Inc. ("CRI") (TSX: RIV, OTC: CNPOF), a venture capital firm specializing in cannabis, announces that Canopy Rivers Corporation ("Canopy Rivers") subscribed for 2,380,952 units (each a "Unit") of James E. Wagner Cultivation Corporation ("JWC") (TSXV: JWCA, OTCQX: JWCAF) at a price of $0.21 per Unit for total consideration of approximately $500,000 in connection with JWC's non-brokered private placement financing (the "Offering"). Each Unit is comprised of one common share in the capital of JWC (each a "Common Share") and one-half of one Common Share purchase warrant (each full warrant, a "Warrant"). Each Warrant entitles Canopy Rivers to purchase one Common Share at a price of $0.275 per Common Share, at any time on or before February 6, 2023.

Prior to completion of the Offering, Canopy Rivers held 13,860,867 Common Shares and warrants to purchase an aggregate of 1,000,000 Common Shares, representing approximately 13.1% of the issued and outstanding Common Shares on a non-diluted basis and approximately 13.9% of the issued and outstanding Common Shares on a partially-diluted basis, assuming the exercise of the warrants held by Canopy Rivers.

Following completion of the Offering, Canopy Rivers holds 16,241,819 Common Shares and warrants to purchase an aggregate of 2,190,476 Common Shares, representing approximately 15.0% of the issued and outstanding Common Shares on a non-diluted basis, and approximately 16.7% of the issued and outstanding Common Shares on a partially diluted basis, assuming the exercise of the warrants held by Canopy Rivers.

The securities were acquired by Canopy Rivers for investment purposes. While Canopy Rivers currently has no plans or intentions with respect to the securities of JWC, depending on market conditions, general economic and industry conditions, trading prices of JWC's securities, JWC's business, financial condition and prospects and/or other relevant factors, Canopy Rivers may develop such plans or intentions in the future and, at such time, may from time to time acquire additional securities, dispose of some or all of the existing or additional securities or may continue to hold the Common Shares, Warrants or other securities of JWC.

A copy of the early warning report to be filed will be available under JWC's profile on SEDAR at www.sedar.com or by contacting CRI as set out below. Canopy Rivers' head office is located at 40 King Street West, Suite 2504, Toronto, Ontario, M5H 3Y2 and JWC's head office is located at 530 Manitou Drive, Kitchener, Ontario, N2C 1L3.

About Canopy Rivers:
CRI is a venture capital firm specializing in cannabis. Its unique investment and operating platform is structured to pursue investment opportunities in the emerging global cannabis sector. CRI identifies strategic counterparties seeking financial and/or operating support. CRI 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 CRI believes will maximize value for its shareholders and foster an environment of innovation, synergy and value creation for the entire portfolio.

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 CRI 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: Canopy Rivers' intentions with respect to the securities of JWC; 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 CRI 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 CRI. 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 ability of Canopy Rivers to exercise the Warrants; changes in general economic, business and political conditions, including changes in the financial and stock 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 and CRI's interpretation of various laws, regulations and policies; risk associated with divesting certain of CRI's investments; public opinion and perception of the cannabis industry; and the risk factors set out in CRI's annual information form dated July 15, 2019, filed with the Canadian securities regulators and available on CRI'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 CRI 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. CRI does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

SOURCE Canopy Rivers Inc.

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