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.
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 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.
About Alcanna
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.