CALGARY, AB, Feb. 24, 2021 /CNW/ - YSS Corp.
("YSS") (TSXV: YSS) (WCN: A2PMAX) (OTCQB: YSSCF) is pleased
to announce that a management information circular (the
"Circular") and other materials in respect of a special
meeting (the "Meeting") of holders ("Shareholders")
of YSS common shares ("YSS Shares") have been filed on YSS'
profile on SEDAR at www.sedar.com and mailed to
Shareholders. The Meeting will be held primarily by means of
remote communication by webcast at https://ysscorp.ca/meetings/ on
Wednesday, March 17, 2021 at
10:00 a.m. (Calgary time).
At the Meeting, Shareholders will be asked to consider, among
other things, a resolution approving the issuance of YSS Shares to
Alcanna Inc. ("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") in connection with the
previously announced business combination transaction (the
"Transaction") pursuant to which Alcanna will spin-out its
retail cannabis business and combine with YSS to launch a new
discount-focused cannabis retailer that is to be renamed Nova
Cannabis Inc. ("New Nova").
Additional details in respect of the Meeting and the Transaction
are disclosed in the Circular, including with respect to the
recently completed financing of subscription receipts for aggregate
gross proceeds of approximately $40
million (the "Concurrent Financing"). The proceeds
from the Concurrent Financing will not be released to New Nova
unless the Transaction is approved by the requisite majority of
Shareholders at the Meeting.
As further described in the Circular, the directors and officers
of YSS unanimously recommend the Transaction and urge Shareholders
to vote their YSS Shares in favour of the resolutions before them
at the Meeting. Instructions for how Shareholders can vote their
YSS Shares in favour of the Transaction can be found in the
Circular.
About YSS
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 five 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 TSX-V 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.
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.
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 five 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 one 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 four 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, acceptance of the TSXV
and approval of the YSS shareholders. The Transaction cannot close
until the required shareholder approval is obtained at the Meeting.
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 and the Meeting; expectations regarding whether
Transaction will be consummated; the timing for completing the
Transaction. 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.
