Alcanna Inc. and YSS Corp. announce closing of reverse takeover and creation of "Nova Cannabis Inc."
EDMONTON and CALGARY, AB, March 22, 2021 /CNW/ - Alcanna Inc. (" Alcanna ") (TSX: CLIQ) and YSS Corp. (" YSS ") (TSX-V: YSS; WCN: A2PMAX; and OTCQB: YSSCF) are pleased to announce the completion of their business combination (the " Transaction ") previously announced on January 18, 2021, which resulted in a reverse take-over of YSS pursuant to the policies of the TSX Venture Exchange (the " TSXV ") and a name change (the " Name Change ") of YSS to "Nova Cannabis Inc." (" Nova "). The common shares of Nova (" Nova Shares ") are expected to begin trading on the TSXV under the ticker symbol "NOVC" on or about March 24, 2021.
Pursuant to the terms of the business combination agreement dated January 18, 2021 (the " Agreement "), Alcanna sold all of the equity securities of its wholly-owned subsidiaries, Alcanna Cannabis Stores GP Inc. (" ACS GP ") and Alcanna Cannabis Stores Limited Partnership (" ACS LP " and together with ACS GP, the " ACS Entities "), which carry on Alcanna's cannabis retail business, to YSS. Pursuant to the Agreement, the common shares of YSS (" YSS Shares ") were consolidated (the " Consolidation ") on the basis of a ratio of approximately 0.05449-to-one, such that, after completion of the Consolidation, the holders of YSS Shares (" YSS Shareholders ") held an aggregate of 7,583,353 post-Consolidation YSS Shares. In consideration for the purchase of the equity securities of the ACS Entities, YSS issued an aggregate of 35,750,000 post-Consolidation YSS Shares to Alcanna (the " Consideration Shares ") at a deemed price of $3.00 per YSS Share.
As previously announced on February 11, 2021, Alcanna Cannabis Stores Finance Ltd. (" ACS FinCo "), a wholly owned subsidiary of ACS LP, closed the sale of an aggregate of 13,334,000 subscription receipts (the " Subscription Receipts ") at a price of $3.00 per Subscription Receipt, for aggregate gross proceeds $40,002,000 (the " Concurrent Financing "). Each Subscription Receipt converted into one common share of ACS FinCo (each, a " FinCo Share ") and was subsequently exchanged for a Nova Common Share pursuant to an amalgamation of ACS FinCo with a wholly-owned subsidiary of YSS (the " Amalgamation "). Following completion of the Transaction and the Amalgamation, Alcanna holds approximately 63%, former YSS Shareholders and former holders of Subscription Receipts hold approximately 13% and 24%, respectively, of the Nova Shares (calculated on a basic basis).