Alcanna Inc. (“Alcanna“) (TSX: CLIQ) and YSS Corp. (“YSS“) (TSX-V: YSS; WCN: A2PMAX; and OTCQB: YSSCF) are pleased to announce that Alcanna Cannabis Stores Finance Ltd. (“ACS FinCo“), a wholly-owned subsidiary of Alcanna Cannabis Stores Limited Partnership (“ACS LP“), has closed the previously-announced private placement, which Alcanna and YSS announced on January 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 $3.00 each (the “Subscription Receipts“), for aggregate gross proceeds to ACS FinCo of $38,982,000 (the “First Tranche“), pursuant to an agency agreement (the “Agency Agreement“) dated February 10, 2021 between Eight Capital and Cormark Securities Inc., as co-lead agents, and Hyperion Capital Inc. (collectively, the “Agents“), Alcanna and ACS FinCo. ACS FinCo is scheduled to close an additional subscription for 340,000 Subscription Receipts for gross proceeds of $1,020,000 on or about February 12, 2020 (the “Second Tranche” and together with the First Tranche, the “Private Placement“), resulting in aggregate gross proceeds of the Private Placement of $40,002,000, as previously announced.
As previously announced, on January 18, 2021, Alcanna and YSS entered into a business combination agreement (the “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 take-over of YSS by Alcanna (the “Transaction“). Pursuant to the Agreement, YSS will consolidate (the “Consolidation“) all of the issued and outstanding common shares of YSS (“YSS Shares“) on the basis of a ratio of approximately 0.05449-to-one. On closing, the resulting company is expected to be renamed Nova Cannabis Inc. (“New Nova“).
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) (“AST“) in accordance with a Subscription Receipt Agreement dated February 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 (the “TSXV“), 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 (the “Escrow Release Conditions“). 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 5:00 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 TSXV.
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 (each, an “ACS FinCo Share“). Upon completion of the Transaction, each underlying ACS FinCo Share issued pursuant to the exchange of the Subscription Receipts will be exchanged for one post-Consolidation share of YSS (a “New Nova Share“). The net proceeds of the Private Placement will be used to fund 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% of the aggregate gross proceeds from the Private Placement. Additionally, ACS FinCo will issue a number of warrants to the Agents (the “Agents’ Warrants“) equal to 4% of the Subscription Receipts sold by the Agents pursuant to the Private Placement. Each whole Agents’ Warrant will be exercisable at a price of $3.00 per warrant into one ACS FinCo Share for a period of 24 months from closing of the Private Placement. The Agents’ 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 35,750,000 New Nova Shares, representing approximately 63% of the outstanding New Nova Shares; (b) current YSS shareholders will hold 7,583,333 New Nova Shares, representing approximately 13% of the outstanding New Nova Shares; and (c) holders of Subscription Receipts will hold 13,334,000 New Nova Shares, representing approximately 24% 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 January 18, 2021 and January 19, 2021.
YSS also announces the resignation of James Miller from the YSS board of directors in order 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 endeavors,” commented Theo Zunich, President & CEO 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.