Alcanna Inc. ("
Alcanna") (TSX: CLIQ) and YSS Corp.
("
YSS") (TSX-V: YSS; WCN: A2PMAX; and OTCQB:
YSSCF) are pleased to announce that, as a result of excess demand,
the previously announced $25.0 million equity financing being led
by Eight Capital and Cormark Securities Inc. has been upsized to
$40.0 million (the "
Financing"). The Financing
will be completed in connection with a transaction pursuant to
which Alcanna will spin-out its retail cannabis business and
combine with YSS to form "Nova Cannabis Inc." ("
New
Nova" or the "
Company"), a new
discount-focused cannabis retailer (the
"
Transaction"). In all other respects, the terms
of the Transaction and the Financing will remain as previously
disclosed in the January 18, 2021, press release other than the
Agents’ option to offer for sale up to an additional 25% of the
subscription receipts has been relinquished.
Closing of the Financing is expected to occur on
or about February 5, 2021. The completion of the Financing is
subject to customary closing conditions and regulatory approvals,
including of the TSX Venture Exchange (the
"TSXV").
Following the closing of the Transaction and
assuming completion of the Financing for $40.0 million, it is
anticipated that Alcanna will hold approximately 63%, current YSS
shareholders will hold approximately 13% and new subscribers under
the Financing will hold approximately 24% of the shares of New
Nova, respectively, calculated on a basic basis.
About Alcanna
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 238 locations in Alberta
and British Columbia. 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 Alcanna Cannabis Stores Limited Partnership
("ACS LP" and 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 opened 5 of the first 17 recreational retail cannabis
locations in Alberta on October 17, 2018. By December 31, 2019,
Alcanna 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. Alcanna now operates a total of 30
cannabis retail stores under the "Nova Cannabis" brand and 4 under
the "Deep Discount Cannabis" brand, with 33 locations in Alberta
and one in Ontario.
About YSS
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.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy any securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful including but not limited to in the United States. The
securities to be issued in connection with the Financing have not
been and will not be registered under the United States Securities
Act of 1933 (the "U.S. Securities Act"), as
amended, or any applicable securities laws of the United States,
and may not be offered, sold or delivered, directly or indirectly,
in the United States or to, or for the account or benefit of, U.S.
persons, except pursuant to an exemption from the registrations
requirements of the U.S. Securities Act and all applicable
securities laws of the United States. "United States" and "U.S.
person" are as defined in Regulation S under the U.S. Securities
Act.
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
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's, YSS' or the Company's 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 Financing. 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
and the Financing; the timing of the closing of the Transaction and
the Financing; the ability obtain the requisite regulatory
approvals and the satisfaction of other conditions to the closing
of the Transaction on the proposed terms and schedule; the ability
to satisfy the conditions to the consummation of the Financing; the
potential impact of the announcement or 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 and the Financing; 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 the Company.
These statements are made as of the date of this
news 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. 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 Financing
or the Transaction will be completed on the terms described above,
or at all. Alcanna and YSS do not assume any obligation to update
or revise any forward-looking statements, whether written or oral,
that may be made from time to time by the Alcanna or YSS on behalf
of Alcanna, YSS or the Company, except as required by applicable
law.
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). These forward-looking statements are
made as of the date of this press release and Alcanna and YSS
disclaim any intent or obligation to update publicly any
forward-looking information, whether as a result of new
information, future events or results or otherwise, other than as
required by applicable securities laws.
FOR FURTHER INFORMATION PLEASE CONTACT:
For Alcanna:James BurnsVice-Chair and Chief
Executive Officer(587) 460-1026
For New Nova: Darren
KarasiukChief Executive Officer (as of closing)(416) 580-8768
For
YSS: Theo
ZunichPresident, Chief Executive Officer and Director(403)
455-7656
YSS (TSXV:YSS)
Gráfico Histórico do Ativo
De Out 2024 até Nov 2024
YSS (TSXV:YSS)
Gráfico Histórico do Ativo
De Nov 2023 até Nov 2024