CALGARY, AB, March 17, 2021 /CNW/ – YSS Corp. (“YSS“) (TSXV: YSS) (WCN: A2PMAX) (OTCQB: YSSCF) is pleased to announce that it has received the requisite shareholder approval in respect of the previously announced business combination transaction (the “Transaction“) pursuant to which Alcanna Inc. (“Alcanna“) will spin-out its retail cannabis business and combine with YSS to launch a new discount-focused cannabis retailer to be renamed Nova Cannabis Inc. (“New Nova“).
At the special meeting of shareholders held on March 17, 2021, YSS’ shareholders approved: (i) the issuance of common shares of YSS (“YSS Shares“) to Alcanna in consideration for the acquisition of all of the equity securities of Alcanna Cannabis Stores GP Inc. (“ACS GP“) and Alcanna Cannabis Stores Limited Partnership (“ACS LP” and, together with ACS GP, the “ACS Entities“); (ii) the consolidation of the YSS Shares on the basis of a ratio of 18.353 pre-consolidation YSS Shares to one post-consolidation YSS Share (the “Consolidation“); and (iii) the change of the name of the Company to “Nova Cannabis Inc.”
YSS has received conditional approval from the TSX Venture Exchange (the “TSXV“) for the Transaction. The Transaction remains subject to final approval by the TSXV.
The Transaction is expected to close on March 22, 2021. Closing of the Transaction is subject to the conditions described in the management information circular (the “Circular“) of YSS dated February 12, 2021, which is available on YSS’ profile on SEDAR at www.sedar.com.
Trading of the YSS Shares on the TSXV is expected to be halted upon closing of the Transaction. Trading of the shares of New Nova on a post-Consolidation basis on the TSXV is expected to commence on or about March 24, 2021 following the issuance by the TSXV of its final bulletin in respect of the Transaction. The trading symbol of New Nova will be “NOVC”.
In addition to the proposed directors and officers of New Nova described in the Circular, Matt Hewson will be appointed as Corporate Secretary of New Nova. Mr. Hewson is Alcanna’s General Counsel, Senior Vice President, Regulatory Affairs & HR and Corporate Secretary. Mr. Hewson joined Alcanna in 2013 and assumed the role of General Counsel in 2016. Prior to joining Alcanna, Mr. Hewson worked as a corporate/commercial lawyer at a national law firm.
As disclosed in the Circular, in partial satisfaction of certain retention amounts payable in connection with the Transaction, a total of 30,000 post-Consolidation shares will be issued to certain officers and employees of YSS at a deemed price of $3.00 per share, of which 18,333 shares will be issued at closing and 11,667 shares will be issued within six months thereof.
With retail operations under the YSS™ and Sweet Tree™ brands, YSS has developed a retail cannabis business across Alberta and in Saskatchewan by operating 19 licensed retail stores in Alberta and Saskatchewan. It has 5 stores in development for 2021. YSS was continued under the laws of Alberta and has a head office in Calgary, Alberta. The YSS Shares trade on the TSXV under the symbol “YSS”, on the Frankfurt Stock Exchange under the symbol “WKN: A2PMAX”, and over the facilities of the OTCQB Venture Market under the symbol “YSSCF”. Additional information about YSS is available at www.sedar.com and www.ysscorp.ca.
Alcanna is one of the largest private sector retailers of alcohol in North America and the largest in Canada by number of stores – operating 196 locations in Alberta and British Columbia. The Company also operates 34 cannabis retail stores, with 33 locations in Alberta and one location in Ontario. Alcanna is incorporated under the laws of Canada, and its common shares and convertible subordinated debentures trade on the Toronto Stock Exchange under the symbols “CLIQ” and “CLIQ.DB”, respectively. Additional information about Alcanna is available at www.sedar.com and www.alcanna.com.
The ACS Entities were formed in 2018 to leverage Alcanna’s retail experience and expertise to become an industry leader in the Canadian retail cannabis industry with a strategy to independently open and develop its stores to increase its presence in the recreational retail cannabis market. The ACS Entities are operated primarily from Alcanna’s head office in Edmonton, Alberta. Alcanna, through ACS LP, opened 5 of the first 17 recreational retail cannabis locations in Alberta on October 17, 2018. By December 31, 2019, ACS LP had opened an additional 16 recreational retail cannabis stores in Alberta and 1 in Ontario. These stores range in size from 1,200 to 5,600 square feet. ACS LP now operates a total of 34 cannabis retail stores: 18 under the “Nova Cannabis” brand; 12 under the “Value Buds” brand; and 4 under the “Deep Discount Cannabis” brand, with 33 locations in Alberta, one in Ontario and another 13 stores under development in 2021.
NEITHER 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 NEWS RELEASE.
Completion of the Transaction is subject to a number of conditions, including but not limited to, final acceptance of the TSXV. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the Circular, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of YSS should be considered highly speculative. The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.
NOTE REGARDING FORWARD-LOOKING INFORMATION
This press release contains certain “forward-looking information” and certain “forward-looking statements” within the meaning of applicable securities laws, such as statements and information concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts or information or current condition, but instead represent only the parties beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of Alcanna or YSS’ control. Use of words such as “may”, “will”, “expect”, “plans”, “could”, “would”, “might”, “believe”, “intends”, “likely”, or other words of similar effect may indicate a “forward-looking” statement. The forward-looking information and forward-looking statements contained herein may include, but are not limited to, information concerning the Transaction; expectations regarding whether Transaction will be consummated; the timing for completing the Transaction; and the timing when the post-Consolidation YSS Shares will commence trading under the new name and new trading symbol. These statements are not guarantees of future performance and are subject to numerous risks and uncertainties, including those described in the publicly filed documents of Alcanna or YSS (available on SEDAR at www.sedar.com).
Among the key risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking information and statements include, but not are limited to, the following: the ability to complete the Transaction; the timing of the closing of the Transaction; the ability to obtain the requisite regulatory approvals and the satisfaction of other conditions to the closing of the Transaction on the proposed terms and schedule, including obtaining approval of the TSXV for the Transaction; the potential impact of the consummation of the Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; and the diversion of management time on the Transaction; risks relating to the COVID-19 pandemic, governmental responses thereto, measures taken by Alcanna or YSS in response thereto and the impact thereof on the global economy, capital markets, the cannabis retail industry and Alcanna, YSS and New Nova.
These statements are made as of the date of this press release and, except as required by applicable law, neither Alcanna nor YSS undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, other than as required by applicable securities laws. Additionally, neither Alcanna nor YSS undertake any obligation to comment on analyses, expectations or statements made by third parties in respect of Alcanna or YSS, or their respective financial or operating results or their securities. Readers cannot be assured that the Transaction will be completed on the terms described above, or at all.
Readers are cautioned that the foregoing lists of factors are not exhaustive. Additional information on these and other factors that could affect operations or financial results of Alcanna and YSS are included in reports on file with applicable securities regulatory authorities, including the Circular, and may be accessed through the SEDAR website (www.sedar.com).
SOURCE YSS Corp.