Mr. Theo Zunich of YSS reports
ALCANNA INC. AND YSS CORP. ANNOUNCE CLOSING OF SUBSCRIPTION RECEIPT PRIVATE PLACEMENT
Alcanna Cannabis Stores Finance Ltd. (ACS FinCo), a wholly owned subsidiary of Alcanna Cannabis Stores Limited Partnership, has closed the previously announced private placement, which Alcanna Inc. and YSS Corp. announced on Jan. 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 each, for aggregate gross proceeds to ACS FinCo of $38,982,000 (the first tranche), pursuant to an agency agreement dated Feb. 10, 2021, between Eight Capital and Cormark Securities Inc. as co-lead agents and Hyperion Capital Inc., Alcanna, and ACS FinCo. ACS FinCo is scheduled to close an additional subscription for 340,000 subscription receipts for gross proceeds of $1.02-million on or about Feb. 12, 2020 (the second tranche), resulting in aggregate gross proceeds of the private placement of $40,002,000, as previously announced.
As previously announced, on Jan. 18, 2021, Alcanna and YSS entered into a business combination 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 takeover of YSS by Alcanna. Pursuant to the agreement, YSS will consolidate all of the issued and outstanding common shares of YSS on the basis of a ratio of approximately 0.05449 for one. On closing, the resulting company is expected to be renamed Nova Cannabis Inc.
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) in accordance with a subscription receipt agreement dated Feb. 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, 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. 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 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 TSX Venture Exchange.
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. Upon completion of the transaction, each underlying ACS FinCo share issued pursuant to the exchange of the subscription receipts will be exchanged for one postconsolidation share of YSS. The net proceeds of the private placement will be used to finance 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 per cent of the aggregate gross proceeds from the private placement. Additionally, ACS FinCo will issue a number of warrants to the agents equal to 4 per cent of the subscription receipts sold by the agents pursuant to the private placement. Each whole agent's warrant will be exercisable at a price of $3 per warrant into one ACS FinCo share for a period of 24 months from closing of the private placement. The agent's 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 35.75 million new Nova shares, representing approximately 63 per cent of the outstanding new Nova shares; (b) current YSS shareholders will hold 7,583,333 new Nova shares, representing approximately 13 per cent of the outstanding new Nova shares; and (c) holders of subscription receipts will hold 13,334,000 new Nova shares, representing approximately 24 per cent 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 Jan. 18, 2021, and Jan. 19, 2021.
YSS also announces the resignation of James Miller from the YSS board of directors 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 endeavours," commented Theo Zunich, president and chief executive officer 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.
About Alcanna Inc.
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 SEDAR and the Alcanna website.
Alcanna Cannabis Stores GP Inc. and ACS LP 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, Alta. Alcanna, through ACS LP, opened five of the first 17 recreational retail cannabis locations in Alberta on Oct. 17, 2018. By Dec. 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 12 stores under development in 2021.
About YSS Corp.
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, Alta. 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.
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