RIV Capital Reminds Shareholders to Vote FOR its Board Nominees

• With RIV Capital's highly qualified Board nominees, the Company is poised to create shareholder value and establish itself as a leader in the industry.
• Leading independent proxy advisory firms, ISS and Glass Lewis, have both recommended that shareholders vote FOR RIV Capital's Board nominees.
• Vote FOR RIV Capital's Board nominees before the deadline of 10:00 a.m. (EDT) on September 27, 2022. For help voting, please contact Kingsdale Advisors at 1-877-659-1821 (toll free in North America), or at 1-416-867-2272 (collect outside North America), or by email at [email protected].

TORONTO, Sept. 26, 2022 /PRNewswire/ - RIV Capital Inc. ("RIV Capital" or the "Company") (CSE: RIV) (OTC: CNPOF) an acquisition and investment firm focused on building a leading multistate platform with the strongest portfolio of cannabis brands in key strategic markets across the United States, reminds shareholders that the deadline for voting FOR the Company's board of directors (the "Board") nominees is 10:00 a.m. (EDT) on September 27, 2022. If you require assistance voting your proxy, please contact Kingsdale Advisors at 1-877-659-1821 (toll free in North America), or at 1-416-867-2272 (collect outside North America), or by email at [email protected].

"We believe that our Board nominees will execute on RIV Capital's strategic vision to become a leader in the industry and capitalize on the lucrative growth of the market in the years ahead," said Mark Sims, Director, President and CEO, RIV Capital. "Under its guidance and stewardship, we believe that the Company will continue to create long-term shareholder value. Without a doubt, the future is bright for RIV Capital."

The upcoming Annual General Meeting will be held on Thursday, September 29, 2022 at 10:00 a.m. (EDT). RIV Capital urges shareholders to visit rivcapital.com/future for more information about our Board nominees and to vote before the deadline of 10:00 a.m. (EDT) on September 27, 2022.

RIV Capital is building a leading cannabis packaged goods company, with a focus on establishing one of the strongest portfolios of 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 the previously announced acquisition (the "Etain Acquisition") of Etain, LLC and Etain IP LLC (collectively, "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.

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 and its portfolio companies 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 the Company's upcoming Annual General Meeting, the Company's strategies, objectives, goals, opportunities and plans, including in respect of future growth and the ability of the Company's Board nominees to execute on its strategic vision and create shareholder value; 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 or its portfolio companies.

Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the timing and likelihood for receipt of all required regulatory approvals, and satisfaction of other conditions to closing, in respect of the Etain Acquisition; the Company's ability to execute its go-forward strategy; stock market volatility; changes in the business activities, focus and plans of the Company, Etain and the Company'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; litigation risks; 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 August 29, 2022 and annual information form dated June 10, 2022 filed with the Canadian securities regulators and available on RIV Capital's profile on SEDAR at www.sedar.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.

SOURCE RIV Capital Inc.