Alcanna Inc. and YSS Corp. Announce Combination of Cannabis Retail Businesses to Form Nova Cannabis Inc. and Concurrent $25 Million Equity Financing

Nachrichtenquelle: globenewswire
18.01.2021, 13:15  |  292   |   |   

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE 
SERVICES FOR DISSEMINATION IN THE UNITED STATES/

EDMONTON, Alberta and CALGARY, Alberta, Jan. 18, 2021 (GLOBE NEWSWIRE) -- Alcanna Inc. ("Alcanna") (TSX: CLIQ) and YSS Corp. ("YSS") (TSX-V: YSS; WCN: A2PMAX; and OTCQB: YSSCF) are pleased to announce the execution of a business combination agreement dated January 18, 2021 (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"). Eight Capital ("Eight Capital") and Cormark Securities Inc. ("Cormark" and together with Eight Capital, the "Agents"), have been engaged to lead a minimum $25.0 million equity financing of an affiliate of Alcanna in connection with the Transaction (the "Concurrent Financing").

On closing, the resulting company, which is expected to be renamed (the "Name Change") Nova Cannabis Inc. ("New Nova" or "Company"), will have 53 retail locations in Alberta, Saskatchewan and Ontario, with another 9 locations under construction. Approximately 80% of New Nova’s locations are expected to be re-branded as "Value Buds" and will target the value-conscious consumer, an under-served segment of the market that is estimated to account for approximately 70% of total recreational cannabis market in Canada (both legal and illicit).

The Agreement and the Concurrent Financing imply a deemed value for New Nova of $130 million and a deemed value per common share of YSS (each a "YSS Share") approximately $0.1635. Closing of the Transaction is expected to occur on or about March 1, 2021. Completion of the Transaction is subject to customary closing conditions and regulatory approvals, including of the TSX Venture Exchange (the "TSXV"), completion of the Concurrent Financing (described below), approval of the reverse take-over and the Consolidation (described below) by the holders of YSS Shares, and all approvals to complete the Amalgamation (as defined below) shall have been obtained. Immediately upon completion of the Transaction, it is expected that New Nova will satisfy the listing requirements of a Tier 1 Life Sciences issuer under the policies of the TSXV. It is anticipated that the Company will apply to list on the facilities of the Toronto Stock Exchange (the "TSX") following closing of the Transaction. Listing on the TSX will be subject to New Nova meeting the TSX's original listing requirements at such time.

"Selling 'value bud' is what Value Buds will be all about. Our mission is to be disruptive; to provide consumers with the quality products they want at discount prices, which we believe will be lower than those offered by either the illicit market or current legal retailers," said Darren Karasiuk, who is expected to lead New Nova as Chief Executive Officer and establish the Company's head office in the Greater Toronto Area. "Thanks to Alcanna's extensive retail expertise in both cannabis and liquor retailing, we have experience in deploying a value-focused retail model. We believe we know where the value-conscious customers live, work and shop and leveraging our long-standing relationships with national landlords, we intend to build or buy stores that fit this tested model."

"Alcanna's recent pilot project converting several Nova Cannabis stores to a discount banner was very successful with average sales increases of over 250%," said James Burns, Alcanna's Vice Chair and CEO who is expected to become Chair of New Nova. "We are confident of similar success as we convert most of our Alberta Nova stores to Value Buds over the next few weeks (and the YSS Alberta and Saskatchewan stores once the Transaction closes). New Nova plans to ambitiously roll-out the Value Buds banner across Ontario through new builds and acquisitions - which is expected to be the core focus of our new store growth for the foreseeable future. We expect New Nova to have the capital and expertise to do it and do it well."

Alcanna will provide management and administrative services to New Nova, at a cost that is anticipated to be far less than a stand-alone company could achieve, until the Company reaches the critical size to bring those services in-house. Alcanna will also provide lease guarantees for the Company and make available to New Nova an operating line of credit without standby fees for up to $10 million at prime plus 2.75% for growth including new store builds and acquisitions and general corporate purposes. The operating line of credit will be drawable at New Nova's sole discretion and will be secured by a charge on all of the personal property of New Nova.

"YSS shareholders should be excited by this next step. Becoming part of the Alcanna/Nova success story validates all we have done to build YSS to date," said Theo Zunich, President and CEO of YSS. "The Management and Board of YSS is unanimously recommending this Transaction to the YSS shareholders as it is expected to provide accelerated near-term and increased long-term value accretion that would not be achievable as a standalone company."

Transaction Terms

Alcanna has agreed to sell 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 retail cannabis business, to YSS.

The terms of the Agreement and the Concurrent Financing imply a deemed value for Alcanna's cannabis business of approximately $107.25 million and a deemed value for YSS of approximately $22.75 million, equating to an aggregate market capitalization of New Nova following completion of the Transaction of approximately $130 million. The Agreement and Concurrent Financing imply a deemed value of approximately $0.1635 per YSS Share.

Following the closing of the Transaction, but prior to giving effect to the Concurrent Financing, the current YSS shareholders will hold approximately 17.5% and Alcanna will hold approximately 82.5%, respectively, of the common shares of New Nova ("Nova Shares"), calculated on a basic basis.

Pursuant to the Agreement, YSS will consolidate (the "Consolidation") all of the issued and outstanding YSS Shares on the basis of a ratio of approximately 0.05449-to-one, such that, after completion of the Consolidation, YSS shareholders will hold approximately 7,583,333 post-Consolidation YSS Shares. In consideration for the purchase of the ACS Entities from Alcanna, YSS will issue Alcanna 35,750,000 YSS Shares at a post-Consolidation deemed price of $3.00 per YSS Share.

A waiver is being sought from the TSXV's requirement for a sponsor to be retained in connection with the Transaction. YSS is at arm's length to Alcanna and the Transaction is an arm's length transaction.

Concurrent Financing

In connection with the Transaction, ACS LP, through its wholly-owned subsidiary Alcanna Cannabis Stores Finance Ltd. ("ACS FinCo"), will complete a brokered private placement of at least 8,333,333 subscription receipts of ACS FinCo (each, a "Subscription Receipt") at a price of $3.00 per Subscription Receipt for aggregate gross proceeds of minimum $25.0 million. Alcanna and ACS FinCo have jointly engaged the Agents as joint bookrunners for the Concurrent Financing pursuant to an engagement letter dated January 18, 2021 (the "Engagement Letter"). Each Subscription Receipt will automatically convert into one common share of ACS FinCo (each, a "FinCo Share") upon satisfaction of the Escrow Release Conditions (described below).

Concurrent with the closing of the Transaction, ACS FinCo and 2316416 Alberta Ltd., a wholly-owned subsidiary of YSS, will amalgamate (the "Amalgamation") pursuant to the Agreement. Pursuant to the Amalgamation, each holder of FinCo Shares issued upon conversion of the Subscription Receipts will receive one post-Consolidation YSS Share for each FinCo Share held. After completion of the Amalgamation and assuming the Concurrent Financing is completed for $25.0 million, it is anticipated that Alcanna will hold approximately 69.2%, current YSS shareholders will hold approximately 14.7%, and new subscribers under the Concurrent Financing will hold approximately 16.1% of the Nova Shares, respectively, calculated on a basic basis.

The Concurrent Financing is expected to close on or about February 5, 2021. Alcanna and YSS will each have the right to terminate the Agreement if the Concurrent Financing does not close prior to February 28, 2021. The gross proceeds from the sale of the Subscription Receipts (the "Escrowed Funds") will be held in escrow pending delivery to the escrow agent 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 Concurrent Financing has been completed; and (iii) all necessary regulatory and other approvals regarding the Transaction and the Concurrent Financing have been obtained (the "Escrow Release Conditions"), which conditions will be reflected in a subscription receipt agreement to be entered into between Alcanna, ACS FinCo, YSS and the Agents on the date of closing of the Concurrent Financing. Upon satisfaction of the Escrow Release Conditions, the Escrowed Funds and any interest earned thereon, less the fees payable to the Agents, will be released to ACS FinCo. The net proceeds of the Concurrent Financing will be used to fund the pro forma business plan of the Company and for working capital and general corporate purposes.

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 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 Agents will be entitled to receive a cash commission equal to 6% of the aggregate gross proceeds from the Concurrent Financing and such number of compensation warrants as is equal to 4% of Subscription Receipts sold pursuant to the Concurrent Financing (the "Agents Warrants") upon completion of the Transaction. Each whole Agents Warrant will be exercisable into one Subscription Receipt or one Nova Share, as the case may be, for a period of 24 months following the closing of the Concurrent Financing.

In addition, ACS FinCo has granted the Agents an option, exercisable from time to time, in whole or in part by the Agents, up to 48 hours prior to the closing of the Concurrent Financing, to offer for sale up to an additional number of Subscription Receipts equal to 25% of the Subscription Receipts sold pursuant to the Concurrent Financing at a price of $3.00 per additional Subscription Receipt.

YSS Shareholder Meeting and Board Recommendation

The YSS board of directors has unanimously determined that the Transaction and the execution of the Agreement is in the best interests of YSS and is fair to the YSS shareholders, and has unanimously recommended that the YSS shareholders vote in favour of the resolutions approving the Consolidation, Transaction and the Name Change. YSS will call a special meeting of YSS shareholders to vote on the required matters contemplated by the Transaction, including the approval of the reverse take-over as required pursuant to the policies of the TSXV. It is expected that the YSS shareholder meeting will be held on or about March 1, 2021.

All of the directors and executive officers of YSS representing an aggregate of 27,147,668 pre-Consolidation YSS Shares (or approximately 20% of the issued and outstanding YSS Shares) have entered into support agreements with Alcanna in support of the Transaction and have agreed to irrevocably vote their YSS Shares in favour of the matters to be considered at the special meeting of YSS shareholders.

Cormark has provided a formal opinion that, subject to the various factors, assumptions, qualifications and limitations upon which the opinion is based, the consideration to be paid by YSS pursuant to the Transaction is fair, from a financial point of view, to the shareholders of YSS.

Further details in respect of the Transaction, the ACS Entities the retail cannabis business of the ACS Entities, ACS FinCo, YSS and New Nova will be included in the management information circular to be prepared and filed with the TSXV in respect of the YSS shareholder meeting, and in subsequent news releases and other public filings.

About Alcanna and the ACS Entities

Alcanna, a corporation existing under the Canada Business Corporations Act, 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 opened 5 of the first 17 recreational retail cannabis locations in Alberta on October 17, 2018. By December 31, 2019, Alcanna 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. Alcanna now operates a total of 30 cannabis retail stores under the "Nova Cannabis" brand and 4 under the "Deep Discount Cannabis" brand, with 33 locations in Alberta and one in Ontario. Certain financial information in respect of the ACS Entities and the cannabis retail business for the year ended December 31, 2019 and the nine months ended September 30, 2020 are provided below:

  Nine months ended
September 30, 2020
(Unaudited)
Year ended
December 31, 2019
(Unaudited)
Assets $57,627 $52,565 
Liabilities $37,395 $57,204 
Revenues $46,049 $41,114 
Net Profit (Loss) $1,098 $(8,739)
     

About YSS

With retail operations under the YSS and Sweet Tree brands, YSS Corp. 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.

New Nova Management

In accordance with the terms of the Agreement, upon closing of the Transaction Alcanna and YSS will enter into an investor rights agreement which shall provide Alcanna with the ability to appoint four nominees to the board of directors of New Nova upon closing of the Transaction and contain customary rights with respect to the ownership percentage of Alcanna in the Company upon closing. It is currently contemplated that on completion of the Transaction and the receipt of the requisite approvals, including of the TSXV, the board of directors of the Company will be comprised of: James Burns, Darren Karasiuk, Ross Sinclair, Thomas Bitove and Ron Hozjan. It is further anticipated that the senior management of the Company will be comprised of: Darren Karasiuk, President and Chief Executive Officer; David Gordey, Chief Financial Officer; and Marcie Kiziak, Chief Operating Officer. Other than Ron Hozjan, the current directors and executive officers of YSS are expected to resign in connection with the closing of the Transaction.

Darren Karasiuk, Director, President and Chief Executive Officer (Toronto, Ontario)

Mr. Karasiuk served as Chief Commercial Officer of Aurora Cannabis Inc. ("Aurora") where he had oversight of key customer facing and revenue driving functions, including sales, marketing, consumer insights and analytics. During his tenure, he helped Aurora achieve leadership in the Canadian recreational and medical cannabis markets, as well as Europe. Mr. Karasiuk joined Aurora through the acquisition of MedReleaf Corp., where he served first as Vice-President, Strategy and later as Senior Vice-President and General Manager of the Recreational business. Prior to joining MedReleaf, Mr. Karasiuk was Vice-President, Insights and Advisory at Deloitte. Mr. Karasiuk has served on Alcanna's board since 2019 and holds an MA from Western University as well as an MBA from Kellogg-Schulich. It is anticipated Mr. Karasiuk will resign from the Alcanna board on closing of the Transaction.

James Burns, Chair (Edmonton, Alberta)

Mr. Burns has been Vice-Chair and Chief Executive Officer of Alcanna since December 2017 after joining the board in June 2017 and being named lead director and placed in charge of developing Alcanna's cannabis strategy. Throughout a 45-year career, he has been: a partner at Gordon Capital Corporation and Gordon Investment Corporation in their private equity business; co-owner, director and CFO at Scott's Restaurants and priszm brandz; Managing Director at CIBC Capital Markets; and Chief of Staff to the Deputy Prime Minister of Canada and Chair of the Chiefs of Staff Committee. Mr. Burns holds a B. Comm. (Honours) from Queen's University School of Business and a Master of Science (Mark of Distinction) in Politics of the World Economy from the London School of Economics.

Thomas Bitove, Director (Toronto, Ontario)

Mr. Bitove has worked in many aspects of multi-unit operations for his entire career. Just a few of the businesses he has owned and operated include: Hard Rock Café; a 32 store Big Boy chain; 35 separate restaurants and concessions at Toronto Pearson airport; and 17 Travel Centres along the 401 and 400 in Ontario. Mr. Bitove is the exclusive distributor of Red Bull Energy Drink in Ontario and British Columbia and owner of ColdHaus Direct Inc, a major distributor of beer and wine in Ontario. Mr. Bitove served 12 years on the board of Intrinsyc Technologies, a TSX-listed public company. Mr. Bitove was invested into the Order of Ontario, Ontario's highest honour for a citizen. The award recognizes his charitable contributions to the people of Ontario and Canada as well as his business successes.

Ross Sinclair, Director (Toronto, Ontario)

Mr. Sinclair was a partner with PricewaterhouseCoopers LLP ("PwC") and has more than 25 years of experience as a partner. Mr. Sinclair retired from PwC on June 30, 2020. He has had extensive experience with clients across several industries including consumer products, retail, real estate, health care and private equity. Mr. Sinclair has served many clients advising on critical business issues, transactions and restructurings in addition to his experience as a lead audit partner on both public and private enterprises. Mr. Sinclair's experience includes PwC Canada leadership roles as Income Trust and IPO Services Group Leader, as well as Retail & Consumer Products National and GTA Industry Leader. Mr. Sinclair has significant experience working with clients on their capital markets projects and needs, including numerous equity, debt and initial public offering and RTOs. Mr. Sinclair has also served as the overall audit engagement leader on several Canadian retailers and other public companies including both US GAAP, SEC, OSC and IFRS reporting responsibilities. Mr. Sinclair was a designated Trustees on the Continuum REIT IPO in the fall of 2019 and is an Advisory Board member and investor in Arch Corporation.

Ron Hozjan, Director (Calgary, Alberta)

Mr. Hozjan has served as a director of YSS since June 2018 and is currently a member of YSS' audit committee and corporate governance and compensation committee. Since January 2020, Mr. Hozjan has held the role of Vice President, Finance and Chief Financial Officer of Aureus Energy Services Inc. Prior thereto, he served as Vice President, Finance and Chief Financial Officer of Tamarack Valley Energy Ltd. (TSX: TVE) from June 2010 until January 2020. Mr. Hozjan has also served as a director of Aloha Brands Inc. since April 2019.

Marcie Kiziak, Chief Operating Officer (Edmonton, Alberta)

Ms. Kiziak, currently President of Alcanna's cannabis division, has led the retail cannabis business since she took over in July 2018. Ms. Kiziak was Alcanna's lead executive in designing and executing the strategy to launch the Nova brand, starting with 5 stores at legalization day. Ms. Kiziak has led the growth in the business to Nova's current 34 stores. Ms. Kiziak joined Alcanna in February 2018 as Senior Vice President, Human Resources and continues in that role concurrently with running Nova. Prior to joining Alcanna, Ms. Kiziak was the Vice President of Human Resources and Safety for Corrosion and Abrasion Solutions Ltd. from 2013 until 2017 which included a secondment into operations to lead a business transformation. Ms. Kiziak also spent 15 years in the oil and gas and construction sectors focused on senior HR Leadership, M&A and Integration. Ms. Kiziak holds a Bachelor of Management Degree with a Major in Human Resources and is a Chartered Professional in Human Resources.

David Gordey, Chief Financial Officer (Edmonton, Alberta)

It is the intention of Alcanna that Mr. Gordey will act as Chief Financial Officer of the Company and will also continue in his position of Executive Vice President, Corporate Services and Chief Financial Officer of Alcanna. Mr. Gordey assumed the role of Executive Vice President, Corporate Services and Chief Financial Officer of Alcanna in April 2018. Mr. Gordey served as Chief Operating Officer, Liquor from July 2016 to April 2018, and Senior Vice President and Chief Financial Officer from May 2014 to July 2016, after joining Liquor Stores N.A. Ltd. in March 2012 as Vice President, Finance. Mr. Gordey is a Chartered Professional Accountant, formerly of KPMG LLP (Edmonton).

Advisors

Eight Capital is acting as exclusive financial advisor to Alcanna with respect to the Transaction. Cormark is acting as financial advisor to YSS with respect the Transaction.

Bennett Jones LLP is acting as legal advisor to Alcanna, Stikeman Elliott LLP is acting as legal advisor to YSS and Torys LLP is acting as legal advisor to the Agents.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction in which such offer, solicitation or sale may would be unlawful including but not limited to in the United States. The Subscription Receipts, FinCo Shares and the YSS Shares have not been and will not be registered under the United States Securities Act of 1933 (the "U.S. Securities Act"), as amended, or any applicable securities laws of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from the registrations requirements of the U.S. Securities Act and all applicable securities laws of the United States. "United States" and "U.S. person" are as defined in Regulation S under the U.S. Securities Act.

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. 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 management information circular to be prepared in connection with the Transaction, 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 objective, many of which, by their nature, are inherently uncertain and outside of the Alcanna, YSS or the Company's 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 Concurrent Financing; expectations whether Transaction will be consummated, including satisfaction of the Escrow Release Conditions and other conditions precedent to the consummation of the Transaction will be satisfied; the timing for holding the special meeting of shareholders of YSS and the timing for completing the Transaction; expectations for approval of the reverse take-over, Consolidation and Name Change by the YSS shareholders; expectations for the effects of the Transaction or the ability of the Company to successfully achieve business objectives; expectations regarding entering into a subscription receipt agreement and timing thereof and completion of the Concurrent Financing; expectations for obtaining approval of the TSXV for the Transaction and the Concurrent Financing (including the Agents Warrants); expectations regarding the application for listing of Nova Shares on the TSX upon completion of the Transaction; expectations regarding the ability for New Nova to meet the TSX original listing requirements for listing of Nova Shares on the TSX following completion of the Transaction; expectations regarding the investor rights agreement between Alcanna and YSS, including the composition of the board of directors and management of the Company following closing; expectations regarding the market capitalization of the combined company; expectations regarding Alcanna providing management and administrative services to New Nova; expectations regarding the pro forma business plan of New Nova, including plans to convert stores in Alberta and Saskatchewan to Value Buds and roll-out the Value Buds banner across Ontario through new builds and acquisitions, and use of proceeds from the Concurrent Financing; expectations regarding completion of the Amalgamation, and the issuance of Nova Shares upon completion of the Transaction pursuant to the Amalgamation; and expectations regarding a pledge of the assets of New Nova to secure the operating line of credit provided by Alcanna. 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 and the Concurrent Financing; the timing of the closing of the Transaction and the Concurrent Financing; the ability obtain the requisite regulatory approvals and the satisfaction of other conditions to the Closing of the Transaction on the proposed terms and schedule; the ability to satisfy the conditions to the consummation of the Concurrent Financing or to the conversion of the Subscription Receipts; the potential impact of the announcement or 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 and the Concurrent Financing; 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 the Company.

These statements are made as of the date of this news 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. Additionally, neither Alcanna nor YSS undertake an 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 its securities. Readers cannot be assured that the Concurrent Financing or the Transaction will be completed on the terms described above, or at all. Alcanna and YSS do not assume any obligation to update or revise any forward-looking statements, whether written or oral, that may be made from time to time by the Alcanna or YSS on the behalf of Alcanna, YSS or the Company, except as required by applicable law.

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 and may be accessed through the SEDAR website (www.sedar.com). These forward-looking statements are made as of the date of this press release and Alcanna and YSS disclaim any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.

This press release contains future-oriented financial information and financial outlook information (collectively, "FOFI") about the Company's pro forma expected market capitalization and growth, which are subject to the same assumptions, risk factors, limitations, and qualifications as set forth in the above paragraphs. The actual results of operations of the Company and the resulting financial results will likely vary from the amounts set forth in this presentation and such variation may be material. Alcanna, YSS and their respective management believe that the FOFI has been prepared on a reasonable basis, reflecting management's best estimates and judgments. However, because this information is subjective and subject to numerous risks, it should not be relied on as necessarily indicative of future results. Except as required by applicable securities laws, Alcanna and YSS undertake no obligation to update such FOFI. FOFI contained in this press release was approved by management of Alcanna and YSS, respectively, as of the date of this press release and was provided for the purpose of providing further information about the Company's anticipated future business operations. Readers are cautioned that the FOFI contained in this press release should not be used for purposes other than for which it is disclosed herein.

FOR FURTHER INFORMATION PLEASE CONTACT:

For Alcanna:
James Burns
Vice-Chair and Chief Executive Officer

(587) 460-1026

For New Nova:
Darren Karasiuk
Chief Executive Officer (as of closing)
(416) 580-8768

For YSS:
Theo Zunich
President, Chief Executive Officer and Director
(403) 455-7656




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Alcanna Inc. and YSS Corp. Announce Combination of Cannabis Retail Businesses to Form Nova Cannabis Inc. and Concurrent $25 Million Equity Financing /NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES/ EDMONTON, Alberta and CALGARY, Alberta, Jan. 18, 2021 (GLOBE NEWSWIRE) - Alcanna Inc. ("Alcanna") (TSX: CLIQ) and YSS Corp. ("YSS") (TSX-V: YSS; WCN: A2PMAX; …

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