EDMONTON, AB and CALGARY, AB, Feb. 10, 2021 /CNW/ – Alcanna Inc. (“Alcanna“) (TSX: CLIQ) and YSS Corp. (“YSS“) (TSX-V: YSS; WCN: A2PMAX; and OTCQB: YSSCF) are pleased to announce that Alcanna Cannabis Stores Finance Ltd. (“ACS FinCo“), a wholly-owned subsidiary of Alcanna Cannabis Stores Limited Partnership (“ACS LP“), has closed the previously-announced private placement, which Alcanna and YSS announced on January 19, 2021 had been upsized from $25 million to $40 million as a result of excess demand. ACS FinCo closed the sale of 12,994,000 subscription receipts of ACS FinCo at a price of $3.00 each (the “Subscription Receipts“), for aggregate gross proceeds to ACS FinCo of $38,982,000 (the “First Tranche“), pursuant to an agency agreement (the “Agency Agreement“) dated February 10, 2021 between Eight Capital and Cormark Securities Inc., as co-lead agents, and Hyperion Capital Inc. (collectively, the “Agents“), Alcanna and ACS FinCo. ACS FinCo is scheduled to close an additional subscription for 340,000 Subscription Receipts for gross proceeds of $1,020,000 on or about February 12, 2020 (the “Second Tranche” and together with the First Tranche, the “Private Placement“), resulting in aggregate gross proceeds of the Private Placement of $40,002,000, as previously announced.
As previously announced, on January 18, 2021, Alcanna and YSS entered into a business combination agreement (the “Agreement“) pursuant to which Alcanna will spin-out its retail cannabis business and combine with YSS to launch a new discount-focused cannabis retailer in an all-stock transaction that will result in the reverse take-over of YSS by Alcanna (the “Transaction“). Pursuant to the Agreement, YSS will consolidate (the “Consolidation“) all of the issued and outstanding common shares of YSS (“YSS Shares“) on the basis of a ratio of approximately 0.05449-to-one. On closing, the resulting company is expected to be renamed Nova Cannabis Inc. (“New Nova“).
The gross proceeds from the sale of the Subscription Receipts, less the Agents’ expenses paid at the closing of the Private Placement, are being held in escrow by AST Trust Company (Canada) (“AST“) in accordance with a Subscription Receipt Agreement dated February 10, 2021 among Alcanna, ACS FinCo, YSS, AST and the Agents, and will remain in escrow pending delivery to AST of a certificate to the effect that: (i) all conditions necessary to complete the Transaction have been satisfied or waived (with the consent of the Agents) in accordance with the Agreement; (ii) the New Nova Shares (as defined below) shall have been conditionally approved for listing on the TSX Venture Exchange (the “TSXV“), including the New Nova Shares to be issued to holders of ACS FinCo Shares (defined below) in connection with the previously announced amalgamation of ACS FinCo and a wholly-owned subsidiary of YSS following the completion of the Transaction,; and (iii) all necessary regulatory and other approvals regarding the Transaction and the Private Placement have been obtained (the “Escrow Release Conditions“). Upon satisfaction of the Escrow Release Conditions, the escrowed funds and any interest earned thereon, less the commission and any additional fees payable to the Agents, will be released to ACS FinCo.
If: (a) the Escrow Release Conditions are not satisfied by 5:00 p.m. (Calgary time) on March 31, 2021, or such later date as Alcanna, YSS, ACS FinCo and the Agents may elect; (b) the Agreement is terminated; or (c) Alcanna has advised the Agents or announced to the public that it does not intend to proceed with the Transaction, holders of Subscription Receipts shall receive an amount equal to the full subscription price attributable to the Subscription Receipts and their pro rata entitlement to the interest accrued on such amount. The completion of the Transaction is subject to acceptance of the TSXV.
Upon satisfaction of the Escrow Release Conditions, each Subscription Receipt will be automatically exchanged, without any further action by its holder, and for no additional consideration, for one Class A common share of ACS FinCo (each, an “ACS FinCo Share“). Upon completion of the Transaction, each underlying ACS FinCo Share issued pursuant to the exchange of the Subscription Receipts will be exchanged for one post-Consolidation share of YSS (a “New Nova Share“). The net proceeds of the Private Placement will be used to fund the business plan of New Nova and for working capital and general corporate purposes. Although it is expected that New Nova will use the net proceeds from the Private Placement as described herein, it is possible that the actual allocation of proceeds may vary, depending on future operations, economic conditions or unforeseen events, circumstances or opportunities.
Pursuant to the Agency Agreement, the Agents will receive cash compensation equal to 6% of the aggregate gross proceeds from the Private Placement. Additionally, ACS FinCo will issue a number of warrants to the Agents (the “Agents’ Warrants“) equal to 4% of the Subscription Receipts sold by the Agents pursuant to the Private Placement. Each whole Agents’ Warrant will be exercisable at a price of $3.00 per warrant into one ACS FinCo Share for a period of 24 months from closing of the Private Placement. The Agents’ cash compensation has been deposited in escrow with AST and will be released to the Agents upon satisfaction and/or waiver of the Escrow Release Conditions.
Following the completion of the Transaction and after giving effect to the Consolidation, it is anticipated that an aggregate of 56,667,333 New Nova Shares will be issued and outstanding, of which: (a) Alcanna will hold 35,750,000 New Nova Shares, representing approximately 63% of the outstanding New Nova Shares; (b) current YSS shareholders will hold 7,583,333 New Nova Shares, representing approximately 13% of the outstanding New Nova Shares; and (c) holders of Subscription Receipts will hold 13,334,000 New Nova Shares, representing approximately 24% of the outstanding New Nova Shares, each on an undiluted basis.
Additional details in respect of the Transaction are disclosed in the joint press releases of Alcanna and YSS dated January 18, 2021 and January 19, 2021.
YSS also announces the resignation of James Miller from the YSS board of directors in order to pursue other business interests. “On behalf of the YSS management team, board of directors and shareholders, I would like to thank Mr. Miller for his contribution and guidance since inception of the company and wish him the best on his future endeavors,” commented Theo Zunich, President & CEO of YSS.
Mr. Miller remains supportive of the Transaction and has entered into a support agreement with Alcanna to irrevocably vote his YSS Shares in favour of the matters to be considered at the special meeting of YSS shareholders.
Alcanna is one of the largest private sector retailers of alcohol and cannabis in North America and the largest in Canada by number of stores – operating 231 locations in Alberta, British Columbia and 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.
Alcanna Cannabis Stores GP Inc. (“ACS GP“) and ACS LP (together with ACS GP, 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 12 stores under development in 2021.
With retail operations under the YSS™ and Sweet Tree™ brands, YSS Corp. 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.
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, acceptance of the TSXV and approval of the YSS shareholders. The Transaction cannot close until the required shareholder approval is obtained. 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 management information circular to be prepared in connection with the Transaction, 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 and the Private Placement; expectations regarding the closing of the Second Tranche, expectations regarding whether Transaction will be consummated, including satisfaction of the Escrow Release Conditions and other conditions precedent to the consummation of the Transaction; the timing for completing the Transaction; expectations on the completion of the Consolidation of YSS Shares; expectations for the effects of the Transaction or the ability of New Nova to successfully achieve business objectives; expectations regarding the pro forma business plan of New Nova and use of proceeds from the Private Placement; and expectations regarding the development of new stores of New Nova. 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 timing and closing of the Second Tranche and the gross proceeds raised under such tranche; 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 (including the New Nova Shares issuable in connection with the Private Placement and on the exercise of the Agents’ Warrants); the ability to satisfy the conditions to the conversion of the Subscription Receipts; 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 and may be accessed through the SEDAR website (www.sedar.com).
SOURCE Alcanna Inc.
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